SISTEMA PJSFC. Annual Report 2016

Transcription

1 SISTEMA PJSFC Annual Report 2016

2 To whom it may concern April 27, 2017 Responsibility Statement To the best of my knowledge (a) the financial statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit or loss of Sistema PJSFC and the undertakings included in the consolidation taken as a whole; and (b) the management report includes a fair review of the development and performance of the business and the financial position of Sistema PJSFC and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. Yours sincerely, Mikhail Shamolin President and Chief Executive Officer 2

3 CONTENTS PAGE RESPONSIBILITY STATEMENT 2 1. MAIN EVENTS 4 2. STRATEGY 7 3. SHAREHOLDER CAPITAL 9 4. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RISKS CORPORATE GOVERNANCE SYSTEM CORPORATE SOCIAL RESPONSIBILITY AUDITED CONSOLIDATED FINANCIAL STATEMENTS 95 3

4 1. MAIN EVENTS Corporate governance New progressive dividend policy In April 2016, the Board of Directors of Sistema PJSFC ( Sistema or the Company, together with its subsidiaries, the Group ) adopted a new dividend policy. The new policy stated that dividends recommended for each reporting year would be, at a minimum, the higher of either an amount equivalent to a dividend yield of at least 4%, or RUB 0.67 per ordinary share. In April 2017, the Board of Directors approved amendments to the dividend policy: total dividends recommended for each reporting year will be, at a minimum, the higher of either an amount equal to a dividend yield of at least 6%, or RUB 1.19 per ordinary share. Sistema will seek to distribute dividends twice per year, based on its results for the first nine months and the full year. Sistema s calculation of the dividend yield on its ordinary shares shall use the weighted average price of one ordinary share of the Company traded on Moscow Exchange in the relevant reporting year. In July 2016, Sistema paid dividends for 2015 in the amount of RUB 6.47bn (RUB 0.67 per ordinary share or RUB 13.4 per GDR). In November 2016, Sistema distributed RUB 3.667bn in dividends for the first half of 2016 (RUB 0.38 per ordinary share or RUB 7.6 per GDR). In April 2017, the Board of Directors recommended that the AGM approves a final dividend for the 2016 financial year of RUB 7.8bn. As a result, the total amount of the interim and final dividends paid for 2016 will be RUB 11.5 bn, which is equivalent to a dividend yield of 6% based on the weighted average price of Sistema s shares in Co-investment Programme In May 2016, Sistema adopted a programme for senior management of the Company to participate in the share capital of Sistema and Group companies ("the Programme"). Under the Programme, heads of Sistema's investment portfolios have the obligation to make a one-off investment equal to a substantial part of their total annual income in shares and participatory interests of existing assets under their management. Heads of investment portfolios also invest a portion of their total annual income in shares and participatory interests of each of new assets acquired under their management during a year. Heads of Sistema's functional subdivisions invest a substantial part of their total annual income in the Company s shares every year. Monetisation of investments Detsky Mir Group s IPO In February 2017, Detsky Mir s shares were listed on the Moscow Exchange. The offering price was set at RUB 85 per share, corresponding to the company s market capitalisation of approximately RUB 62.8bn. The shares were admitted to trading in Level 1 of the List of Securities Admitted to Trading on Moscow Exchange under the ticker DSKY. Sistema owned 72.57% of the company s shares before the Offering and sold 151,301,256 shares, which corresponds to approximately 20.5% of Detsky Mir s share capital. Following the offering Sistema s stake in Detsky Mir amounted to 52.1%. As a result of the transaction, Sistema raised ~RUB 12.9bn (before underwriting fees and other expenses). 4

5 The transaction represented the first Russian IPO with full-scale international marketing in three years The order book was 2x oversubscribed More than 90% of the final allocation went to foreign investors The EV/EBITDA 2016 ratio was ~9х, comparable to the multiples of the largest food retail companies in Russia Sale of the stake in SG-trans In August 2016, Sistema sold 50% of SG-trans to a group of non-affiliated buyers for RUB 6.0bn. The Corporation remains the owner of assets previously spun off from SG-trans, including SG-trading and real-estate assets. New projects Development of Sistema s land bank Sistema continues to make significant investments in agricultural assets. During 2016, Sistema s agricultural business increased its total land bank 2.3 times to 315,000 hectares adding 176,000 hectares of land with acquisitions in May, November and December of 2016 in the Rostov and Stavropol regions. Acquisition of Lesosibirsk LDK No. 1 In 2016, Segezha Group, Sistema s pulp and paper holding, acquired a 99% stake in Lesosibirsk LDK No. 1 ( LDK ), one of the largest vertically integrated wood processing enterprises in Russia, based in Krasnoyarsk region. LDK is Russia s leading producer of lumber, fibre board, planed mouldings and furniture made from Angara pine. The acquisition allowed Segezha Group to more than double sales of lumber during the year. In 2016, LDK delivered strong operational and financial performance, contributing RUB 5.7 billion in revenue. Private equity fund with Rusnano In September 2016, Sistema and Rusnano launched a joint private equity fund specialising in investments in high-tech companies and projects. The fund will have up to USD 100m under management. Sistema and Rusnano each own 50% of the fund, and will allocate cash funds as soon as it becomes necessary to finance specific transactions. The private equity fund has been established for an initial seven-year term, which may be extended for an additional three years. The average investment size being targeted is USD 5-20m. In the future third party investors will also be able to invest in the fund. For more details about the fund, see Other Investment Activities: Funds. Development of the hotel business In November 2016, Sistema s subsidiary Sistema Hotel Management agreed to acquire nine Regional Hotel Chain (RHC) hotels from VIYM, a company managing the private equity funds in the CIS and Europe, for RUB 2.6bn. The hotels include Courtyard by Marriott Paveletskaya (Moscow), Holiday Inn Express (Voronezh) and seven Park Inn hotels in Astrakhan, Volgograd, Izhevsk, Kazan, Novosibirsk, Sochi, and Yaroslavl, and have a total of 1,379 rooms with floor space of 87,613 sq m. The hotels had total external debt of RUB 4bn. All of the hotels were built over the past five years and do not currently require any capital investments. The hotels opened in Holiday Inn Express (Voronezh), Park Inn (Volgograd), Park Inn (Novosibirsk) and Park Inn (Sochi) have significant potential for increased profitability when they achieve their target performance indicators. For more details about Sistema s hotel business see: Other Investments. Other events Changing ownership stake in MTS 5

6 During 2016, Sistema conducted a number of transactions to sell MTS shares, bringing Sistema s effective stake in MTS s share capital to 50.03%. As a result of the sales, Sistema raised RUB 18.1bn in 2016 on the Corporate Centre level; an additional RUB 4.7bn was received in the first quarter of 2017 from participating in MTS s share buyback programme. Restructuring of Rusnano s put option In October 2016, Sistema signed an agreement with Rusnano to restructure an option agreement dated 15 May 2014 with respect to shares of Mikron. Under the terms of restructuring, in 2017 Sistema will acquire from Rusnano 20.42% of Mikron shares for RUB 8.1bn, of which RUB 4.8bn were paid in 2016 and RUB 3.3bn will be paid on or before 29 December The option agreement signed on 15 May 2014 gave Rusnano the right to sell a stake in Mikron to Sistema for RUB 8.1bn between 31 October 2016 and 1 November

7 2. STRATEGY Sistema s vision Sistema s mission is to build a first-class Russian investment company that grows long-term shareholder value by efficiently managing its asset portfolio and achieving high returns on investment. Value creation model Sistema s investment model aims to monetise its portfolio of assets by accumulating cash from incoming dividends and proceeds from asset sales, and subsequently either (1) investing in new, high-potential investment projects capable of generating high returns on invested capital; (2) distributing profit to shareholders in the form of dividends; or (3) investing in the development of existing assets to increase their value. Basic investment strategy principles Generation of returns on investment above the long-term cost of capital (IRR>WACC), with a five to seven-year payback period Focus on investments with a positive net cash flow Acquisition of assets with acceptable debt levels (Debt/OIBDA of the acquired asset <3.0x) Maintaining the consolidated debt/ebitda ratio at 2.5x or less Distributing up to 30% of cash income in dividends Investment criteria: Sectors and industries: Sistema mostly buys assets in sectors that are complementary to those in which it already operates, making it possible to leverage existing expertise and build synergies with its existing portfolio. It also invests in new attractive industries, including export-oriented sectors, where it has expertise or partners with relevant expertise. Geography: Sistema sees Russia and other CIS countries as its highest-priority investment locations, while also considering opportunities for further expansion to support future growth and diversity its FX and country risks. Asset size: Sistema focuses on large and medium-sized assets with the potential to become market leaders through synergies, industry consolidation, and efficient investment and operational strategies. Sistema s goals for the next three to five years: 1. Maximising total shareholder return (TSR) 2. Creating undisputed leaders in key industries, in particular agriculture, pulp and paper, healthcare, etc. 3. Dividend yield for shareholders above the market average 4. Raising and managing external capital 5. Increasing the share of assets other than MTS to approximately 70% of the portfolio 6. Reducing market capitalisation discount to NAV Medium-term goals of Sistema as an investment company Consistent implementation of portfolio strategy: 7

8 - Generating substantial cash flows to Sistema through portfolio monetisation and higher dividends from portfolio companies - Diversifying the asset portfolio by acquiring large and medium-sized export-oriented companies in Russia capable of generating revenues in foreign currencies for Sistema s benefit Creating value in current portfolio companies: - Transforming existing assets into new industry leaders by applying best business practices - Restructuring and supporting portfolio companies operating in segments that are most vulnerable to negative macroeconomic factors and are struggling to implement their strategies - Implementing best corporate governance practices at subsidiaries, including appointing independent directors to their boards Developing international investment platforms in Europe, Asia and the US to: - Raise funds from co-investors - Ensure extra points of growth for the asset portfolio by entering export markets Co-investment Programme In May 2016, Sistema adopted a programme for senior management of the Company to participate in the share capital of Sistema and Group companies ("the Programme"). Under the Programme, heads of Sistema's investment portfolios have the obligation to make a one-off investment equal to a substantial part of their total annual income in shares and participatory interests of existing assets under their management. Heads of investment portfolios also invest a portion of their total annual income in shares and participatory interests of each of new assets acquired under their management during a year. Heads of Sistema's functional subdivisions invest a substantial part of their total annual income in the Company s shares every year. 8

9 3. SHAREHOLDER CAPITAL Sistema PJSFC has 9,650,000,000 ordinary shares outstanding with a nominal value of RUB 0.09 each. Share capital amounts to RUB 868,500,000. In February 2005, Sistema held an IPO on the London Stock Exchange (LSE). Its shares are traded on the LSE in the form of global depositary receipts (GDRs) under the ticker symbol SSA. One GDR represents 20 ordinary shares. Sistema s ordinary shares are listed on Moscow Exchange (MOEX) under the ticker symbol AFKS. GDRs in free float traded on LSE represent 17.6% of Sistema s equity, and ordinary shares in free float account for 15.3%. Moscow Exchange includes Sistema s shares when calculating its key indices (MOEX Russia Index, formerly known as MICEX, and RTS), as well as its Broad Market Index and Banks and Finances Index. Sistema s GDRs are included in the MSCI Russia Index, one of the MSCI Emerging Markets indices. Inclusion in the MSCI indices testifies to the company s international recognition and promotes the issuer s good reputation among major institutional investors that use these indices when selecting securities. Shares of PJSC MTS, a Sistema subsidiary, are traded on MOEX under the ticker MTSS and on the New York Stock Exchange (NYSE) in the form of American Depository Receipts (ADRs) under the ticker MBT. Shares of PJSC Detsky Mir, a Sistema subsidiary, began trading on MOEX in February 2017 under the ticker DSKY. Sistema s principal shareholder is the Chairman of the Board of Directors Vladimir Evtushenkov, who owns 64.2% of the Corporation s equity. Sistema PJSFC s shareholding structure* 2.9% 15.3% Vladimir Evtushenkov GDRs in free float 17.6% 64.2% Ordinary shares in free float Other** *As of 31 March ** Ordinary shares and GDRs owned by Sistema Group companies, Sistema s management and members of the Board of Directors Sistema GDR and ordinary share prices performance 1 Sistema s GDRs rose at the same rate as the market in 2016, growing by 52.5%, while its ordinary shares increased by 31.3%. Growth of Sistema s market capitalisation during the year was driven mostly by 1 Source: Bloomberg 9

10 higher valuations of non-public assets, selective monetisations, adoption of a new dividend policy and increased dividend payments. On the first trading day of 2016, Sistema s GDRs on the LSE closed at USD 6.04, for a total market capitalisation of USD 2,914.3m. On the last trading day of the year, the closing price was USD 9.00, for a total market capitalisation of USD 4,342.5m. The highest GDR closing price of 2016, USD 9.00, was achieved on the final trading day of the year. On 8 December, ordinary shares rose to a maximum of RUB The lowest GDR closing price was seen on 21 January 2016 (USD 5.06), while the lowest price for the ordinary shares was registered on 7 April 2016 (RUB 16.99). The average daily trading volume on the LSE was 395,144 GDRs, while the average trading volume on MOEX was 6,891,000 ordinary shares. 10

11 3.1 Remuneration policy for Board members and senior management Remuneration policy for Sistema Board members Remuneration for members of the Board of Directors is calculated and paid in accordance with the Policy on Remuneration and Compensation Payable to Members of the Board of Directors of Sistema PJSFC 2. Basic remuneration of Board members Board members are paid RUB 13.7m or RUB 17.8m per year, depending on whether the director in question is a tax resident of Russia. Basic remuneration is paid to Board members in cash in four equal quarterly instalments. Supplementary remuneration of Board members Board members are awarded supplementary remuneration in the form of ordinary shares of Sistema, subject to investment targets for the reporting year being achieved: (i) the arithmetic mean of total shareholder return (TSR) and internal total shareholder return (itsr) exceeds or equals cost of equity (CoE) 3 ; or (ii) TSR exceeds or equals the change of the MSCI index (ΔMSCI), provided that itsr exceeds or equals CoE. The number of ordinary shares awarded to Board members is calculated as follows: Remuneration in monetary terms Weighted average price of one share To calculate the number of shares to be awarded to Board members, the amount of remuneration in monetary terms is equal to the amount of basic remuneration less applicable taxes, and the weighted average price of one share is calculated based on the price of the Corporation s GDRs during the month preceding the date of the AGM. Remuneration for performance of additional duties Board members performing additional duties such as Chairman and Deputy Chairman of the Board of Directors, and chairmen of Board Committees, receive remuneration quarterly in the amount stipulated by the Policy on Remuneration and Compensation. Board members are reimbursed for expenses accrued in connection with their duties, including participation in meetings of the Board of Directors and Board Committees. Sistema insures the liability of members of the Board of Directors. Sistema does not grant loans to members of the Board of Directors. Remuneration policy for senior management Short-term incentive system In 2016, the short-term (up to one year) incentive scheme for senior managers consisted of: a fixed monthly salary determined in line with the internal system of job categories (grades); 2 Approved by the General Meeting of Shareholders on 27 June This investment target was achieved in 2016, since the arithmetic mean of TSR and itsr was 41.2% and CoE was 14.6%. CoE represents the minimum level of return that a company must provide to its shareholders for the expectation of profit and risk. CoE is calculated as the sum of risk-free returns (such as government bonds) and the risk premium associated with investing in the stock market, taking into account the capital structure of the asset in question and country risk. 11

12 bonuses paid for project implementation and generation of cash income. Remuneration is paid based on employees individual performance and positive cash flow generated by projects of Sistema s Investment Portfolios, Functions and Departments. Payments may amount to up to 20% of cash income. For the purpose of calculating bonuses, cash income means the increase in the value of an asset (in case of an asset sale or IPO) or the amount of dividends (in case of dividend payments), net of the following: hurdle rate determined by the Corporation s Finance and Investment Committee before the start of a project or the acquisition of an asset; investment in an asset and project costs. Long-term incentive system In 2016, the long-term (more than one year) incentive scheme for senior managers formed part of a threeyear incentive programme ( ) designed to increase Sistema s shareholder value and create additional incentives for maintaining long-term employment and corporate relations between the Corporation and its management. Programme participants are assigned a certain number of shares that are transferred to them in instalments in the form of Sistema s ordinary registered shares when targets set by Sistema s shareholders are achieved. Share transfers take place annually over the course of five years from the launch of the programme. The number of shares allocated to a programme participant is calculated using the following formula: Participant s total annual income Weighted average price of one share during the year Co-investment programme In May 2016, the Board of Directors approved a programme allowing Sistema s senior managers to coinvest in subsidiaries and/or shares of Sistema. The Co-investment Programme aims to increase senior management s motivation to boost the Corporation s market capitalisation, and includes additional incentives linked to achievement of strong financial results through project origination and implementation and efficient management of the Corporation s assets, including asset acquisitions, sales, restructurings, growth of market capitalisation and increasing dividend flows. The programme participants are the President and heads of Investment Portfolios, Functions and Departments. Co-investment Programme participants use their own funds to acquire: shares/stakes in Sistema s subsidiaries; and/or ordinary shares of Sistema PJSFC. The amount of co-investment is limited by the participant s average annual income. Remuneration is paid if: there is a liquidity event in relation to a subsidiary (IPO or sale of a stake); or a participant holds Sistema s ordinary shares for two years without interruption. Remuneration is paid in cash. The amount is directly linked to the gain in the value of the shares of the subsidiary and/or ordinary shares of Sistema. No extra compensation above the level stipulated by Russian labour legislation is paid to the President or other senior executives in case of termination of employment. 12

13 Sistema does not pay remuneration to members of executive bodies for serving on the Management Board. The Corporation does not grant loans to senior executives. Remuneration paid to Board members and senior management in Members of Sistema s Board of Directors received the following remuneration in 2016: Cash remuneration RUB 498,400,342 Remuneration for work in the Board of Directors and additional duties, as well as salaries and bonuses for 2016 paid to Board members who were also employees of the Corporation in Remuneration in the form of ordinary shares of Sistema Reimbursement of expenses incurred by Board members in connection with their duties RUB 422,928,991 RUB 3,713,752 Shares paid to Board members for corporate year and remuneration under the long-term incentive programme. Members of Sistema s Management Board 7 received the following remuneration in 2016: Cash remuneration RUB 3,148,937,048 Including fixed salaries and bonuses. 8 Remuneration in the form of RUB 1,155,134,028 Shares paid under the long-term incentive ordinary shares of Sistema programme. 4 All figures in this section are given before the applicable income tax. 5 Excluding members of Sistema s Board of Directors who were members of its Management Board. 6 The rouble equivalent of fixed amounts in US dollars, calculated at the Russian Central Bank s exchange rate on the date of payment (see above in this section). 7 Including the President of Sistema PJSFC. 8 Bonuses for 2016 were paid to Sistema s employees in January

14 3.2 Dividends In 2016, Sistema s Board of Directors approved a revised dividend policy. In line with the new policy, total dividends recommended for each reporting year will be, at a minimum, the higher of either an amount equivalent to a dividend yield of at least 4%, or RUB 0.67 per ordinary share. The Corporation also set itself the goal of paying dividends twice a year: for the first half of a reporting year and for a full reporting year. In April 2017, after the end of the reporting period, the Board of Directors made further amendments to the Dividend Policy and approved increases of minimum annual dividend yield to 6% from 4% and minimum dividend per share to RUB 1.19 from RUB This revised approach to distribution of dividends allows the Corporation to increase the total amount of dividends paid, thereby increasing shareholder returns and strengthening the Corporation s investment case. In April 2017, the Board of Directors recommended that the AGM approve a final dividend for the 2016 financial year of RUB 7.8bn. As a result, the total amount of the interim and final dividends paid for 2016 will be RUB 11.5bn, which is equivalent to a dividend yield of 6% based on the weighted average price of Sistema s shares in Dividends distributed for FY 2015 On 25 June 2016, the AGM approved a dividend payment of RUB 6,465,500, in dividends, or RUB 0.67 per ordinary share. As of 31 December 2016, the total amount of dividends distributed was RUB 6,465,433, Withholding tax on dividends distributed to foreign shareholders totalled RUB 2,383, Dividends distributed for the first six months of 2016 On 23 September 2016, an EGM approved the distribution of RUB 3,667,000, in dividends, or RUB 0.38 per ordinary share in Sistema PJSFC. As of 31 December 2016, the total amount of dividends distributed was RUB 3,666,960, Withholding tax on dividends distributed to foreign shareholders totalled RUB 1,337, Omitted dividends Omitted dividends as of 31 December 2016 totalled RUB 899,034.32, including RUB 105, due in These dividends were declared but unpaid due to lack of necessary information about the recipients to make the cash transfers (For FY 2015) 2016 ( H1 2016) Total dividends, RUB Dividend per share, RUB Date of dividend announcement 2,702,000,000 9,264,000,000 19,879,000,000 4,535,500,000 6,465,500,000 3,667,000, Payable date

15 4. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS The following is a discussion of our financial position as of 31 December 2016 and 2015 and results of operations for 2016 and 2015 and of the material factors that we believe are likely to affect our consolidated financial position. You should read this section together with our audited consolidated financial statements for 2016 and 2015 (further the Financial Statements ). References to the Group, we or us are references to Sistema PJSFC and its subsidiaries. Our reporting currency is the Russian Ruble, and our Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS). In addition, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in forward-looking statements as a result of various factors. We are one of the largest publicly-traded diversified investment companies in the Russian Federation and the CIS, managing companies serving over 100 million customers. We are focused on delivering longterm growth to our shareholders through returns on our diversified portfolio of investments and identifying new and profitable investment opportunities. Our investment portfolio is currently largely composed of stakes in Russian businesses in a variety of sectors, including telecommunications, retail, high technology, finance, pulp and paper, utilities, pharmaceuticals, healthcare, agriculture and tourism. We were established in 1993 by Vladimir Evtushenkov and his close associates and developed through the 1990s and early 2000s through participation in privatisations and the creation of several successful strategic partnerships. We completed an initial public offering in February 2005, when we listed our GDRs on the London Stock Exchange under the symbol "SSA". Our ordinary shares are listed on the Moscow Exchange. The following table illustrates our ownership interests in our principal consolidated subsidiaries and equity holdings as of 31 December 2016 and Beneficial ownership as of 31 December Significant entities Short name Principal activity Mobile TeleSystems PJSC MTS Telecommunications 50.03% 53.47% Sistema Shyam TeleServices Limited SSTL Telecommunications 56.68% 56.68% MTS Bank PJSC MTS Bank Banking 86.66% 87.11% RTI OJSC RTI Technology 87.00% 84.68% Detsky mir PJSC Detsky mir Retail trading 72.63% 75.82% Medsi JSC Medsi Healthcare services 100% 100% Targin JSC Targin Oilfield services disposed 100% Bashkirian Power Grid Company JSC BPGC Energy transmission 90.96% (1) 90.96% (1) 15

16 Segezha Group LLC Segezha Group Pulp and paper 100% 100% Leader-Invest JSC Leader-Invest Real estate 100% 100% Agroholding Steppe JSC Steppe Agriculture 88.13% 100% (1) Voting interests as of December 31, 2016 and %. Segment Reporting Our reportable segments are Mobile TeleSystems ( MTS ), Detsky mir, RTI, MTS Bank, Sistema Shyam TeleServices ( SSTL ) and Corporate. MTS is one of the leading telecommunications group in Russia and the CIS, offering mobile and fixed voice, broadband, internet access, pay TV as well as content and entertainment services in Russia, Ukraine, Armenia and Turkmenistan. Detsky mir is the largest retail chain in the children s goods market in the Russian Federation and Kazakhstan. Activity of Detsky mir is the sale of children s clothing and goods through retail and internet stores. RTI is a Russian industrial holding, which develops and manufactures high-tech products and infrastructure solutions in the fields of radio communication and space technology, threat monitoring and control solutions, microelectronics and system integration. MTS Bank is a universal commercial bank with operations in Russia and Luxembourg. SSTL is a mobile operator in India. Corporate segment comprises the Company and entities, which hold and manage the Company s interests in its subsidiaries, joint ventures and associates. The Other category includes other operating segments including Segezha Group, Sitronics, Kronshtadt Group, Binnopharm, Medsi, Agroholding Steppe, Sistema Venture Capital, Intourist, Leader-Invest and Bashkirian Power Grid Company ( BPGC ), none of which meets the quantitative thresholds for determining reportable segments. To measure the performance of these segments, we examine certain segment financial information, including net sales to external customers, intersegment sales, operating income and OIBDA. Operating environment Potential adverse effects of economic instability and sanctions in Russia Starting from 2014, sanctions have been imposed in several packages by the U.S. and the E.U. on certain Russian officials, businessmen and companies. This led to reduced access of the Russian businesses to international capital markets. The impact of further economic and political developments on future operations and financial position of the Group might be significant. Political and economic crisis in Ukraine During 2014, a deterioration in the political environment of Ukraine has led to general instability, economic deterioration and armed conflict in eastern Ukraine. The deterioration has further exacerbated the country s already weak macroeconomic trends, which have led to reduced credit ratings, significant depreciation of its national currency and increased inflation. During 2014, the Ukrainian Parliament adopted a law allowing for the imposition of sanctions against countries, persons and companies deemed by the Ukrainian government to threaten Ukrainian national interests, national security, sovereignty or the territorial integrity of Ukraine. The National Bank of Ukraine ( NBU ) passed a decree prohibiting Ukrainian companies to pay dividends to foreign investors. The decree was extended for a few times and its edition effective as of 31 December 2016 allows payment of dividends for the years , subject to certain restrictions. These circumstances, combined with continued political and economic instability in the country, could result in further negative impact on the Group s business including our financial position and results of operations. 16

17 Such risks especially apply to funds deposited in Ukrainian banks, whose liquidity is affected by the economic downturn. During 2015, the Group created an additional reserve of RUB 1,698 million for cash balances deposited in distressed Ukrainian banks which was included in Impairment of financial assets line in the accompanying consolidated statement of profit or loss. Also, in 2015 the Group entered into a factoring agreement in respect of cash balances deposited in bank Kyivska Rus (reserved in full amount as of 31 December 2016), under which the factor is obliged to reimburse the Group for 45% of the cash balance. As of 31 December 2016, the Group did not account for any asset under this agreement, as no transfer of funds was made. As of 31 December 2016, the Group s held RUB 3,617 million in current accounts and deposits in Ukrainian banks. Anti-terror law On 7 July 2016, a series of anti-terror laws (also known as Yarovaya-Ozerov packet of laws ) was enacted. The laws provide for mandatory storage of recorded phone conversations, text messages of subscribers, images, sounds, video and other types of messages by telecommunications operators for certain periods of time. These requirements become effective starting 1 July Compliance with laws may require construction of additional storage, processing and indexing centers and significant increase in the Group capital expenditures. This may adversely impact Group s financial indicators. The requirements of the series of anti-terror laws are in the process of clarification and in-depth development. The Group will estimate the possible impact of the anti-terror laws on the Group s consolidated financial statements, including additional provisions, when the requirements and any obligations are sufficiently specified. Key Factors Affecting Our Results of Operations General Factors Russian Macroeconomic Conditions and Trends The following table sets out key economic indicators of the Russian Federation and for the periods indicated: Year Ended 31 December Macroeconomic indicator Real GDP growth (%, period-on-period) Inflation Consumer price inflation (%) Producer price inflation (%) Exchange rates Period-end exchange rate (RUB/USD) Average exchange rate (RUB/USD) Nominal ruble appreciation (depreciation) against U.S. dollar (based on period-end rates) 16.4% -29.5% Source: The Federal State Statistics Service (Rosstat). The macroeconomic condition of the Russian economy substantially affects our results of operations. A fall in GDP, for example, would likely lead to a decline in demand for the products our subsidiaries offer. A fall in GDP may also lead to a decline in the prices of the products our subsidiaries sell. In addition, a decline in real disposable income may negatively impact our results of operations, should it cause a decline in demand for the key retail products our subsidiaries sell. 17

18 Inflation and exchange rate movements have a particular impact on our results of operations. Inflation and exchange rate movements While a significant part of our purchases are denominated in U.S. dollars or are closely tied to the U.S. dollar, a significant share of our costs, including salaries and utility costs, are sensitive to rises in the general price level in Russia. An increase in inflation, therefore, would increase our costs and thereby exert downward pressure on our profit margin and may also negatively impact domestic demand for the products of our subsidiaries. To the extent the increase in costs from higher inflation is not offset by an increase in sales, our results of operations would be negatively affected. MTS financial position and results of operations have been influenced by inflation in the various countries in which it conducts business. Inflation in Russia in 2016 amounted to 5.39%, which was significantly lower as compared to 12.9% in Over previous periods, there has been a tendency towards inflationdriven increases in certain of our costs, which are sensitive to rises in the general price level in Russia. In addition, high inflation level in Russia may lead, inter alia, to higher marketing expenditures by us in order to remain competitive, which could affect our operating margins. In 2016, inflation in Ukraine reached 12.4%, according to the Inflation Report of the National Bank of Ukraine as of January Key reasons of high inflation rate in Ukraine are weakening of the national currency, increase in prices for energy carriers and utility payments. At the end of 2014, 2015 and 2016, inflation in Belarus amounted to 16.2%, 12.0% and 10.6%, respectively. Inflation rates in Armenia and Turkmenistan in 2016 were estimated at 4.0% and 6.17%, respectively. High rates of inflation in Russia, Ukraine and other countries of our operation could increase our costs and decrease our operating margins. The depreciation of the ruble against the U.S. dollar would likely have a negative effect on our financial position and results of operations. On the other hand, Segezha Group financial results would likely be positively impacted by the ruble depreciation. With respect to our financial position, ruble depreciation would lead to an increase in the ruble equivalent of our borrowings and other liabilities that are denominated in U.S dollars, and would subject our investments in ruble-denominated monetary assets to the risk of loss in U.S. dollar terms. As of 31 December 2016, our borrowings denominated in foreign currencies equaled RUB 153,436 million. Ruble depreciation may also make it more difficult to fund timely cash payments on debt denominated in foreign currencies. The negative impact of ruble depreciation on our financial position would be partially offset, however, by an increase in the ruble equivalent of our monetary assets denominated in foreign currencies, such as the U.S. dollar or euro. With respect to our results of operations, ruble depreciation would have an adverse effect on our costs denominated in U.S. dollars. Depreciation of the ruble against the U.S. dollar would also increase our costs denominated in rubles, both in absolute terms and relative to ruble-denominated revenues. While we could seek to raise our prices and tariffs to compensate for the increase in costs resulting from depreciation of the ruble, competitive pressures may not permit increases that are sufficient to preserve our operating margins. We carry out a variety of measures to hedge against currency fluctuations, and, in particular, the depreciation of the ruble against the U.S dollar. Capital expenditures and the implementation of large-scale investment projects We require substantial funds to support our operations and implement large-scale investment projects at our subsidiaries. Our portfolio companies require capital expenditures for various reasons. MTS, for example, needs to make significant capital expenditures, particularly in connection with the development and the purchasing of software for our mobile and fixed line networks. Our results of operations, 18

19 therefore, are impacted by our ability to raise adequate levels of debt financing and successfully complete capital investment projects in a timely manner and within budget. In 2016 and 2015, our cash outlays for capital expenditures were RUB 122,878 million and RUB 139,223 million, respectively. In 2016 and 2015, we financed our cash requirements through a combination of operating cash flows, proceeds from disposal of investments and borrowings. In particular, we have used cash flows received through dividends from MTS to finance capital expenditures in our other subsidiaries as well as to repay our debt. The table below sets forth capital expenditures at each of our reportable segments for the periods indicated: Year Ended 31 December Segment ( in millions of Rubles) MTS 86, ,537 Detsky mir 1,747 5,308 RTI 3,955 5,115 MTS Bank 1, SSTL 311 1,595 Corporation 7,256 1,870 Other* 21,667 18, , ,223 *inter-segment eliminations are included Certain of our subsidiaries, such as MTS, operate in capital-intensive industries, and their results of operations depend significantly on their ability to successfully carry out large-scale investment projects. This includes the ability to select and prioritise those large-scale investment projects which are most likely to increase margins and the ability to plan and implement such projects, including attracting the significant funding necessary to ensure their completion. MTS spent in total RUB 86,149 million in 2016 for network development in Russia and the other countries where it operates. Acquisitions strategy Our investment approach is based on seeking opportunities to create value for our portfolio, including through acquisitions. During 2016 and 2015, several of our acquisitions have had an impact on our results of operations and financial position. The ability to carry out large-scale acquisitions successfully and on a timely basis is largely dependent on choosing the appropriate companies to acquire, securing the necessary financing and properly integrating the acquired companies into our portfolio. Our ability to create value is dependent on our ability to choose the appropriate acquisitions to make. For this, we rely on various financial metrics including total shareholder return, or TSR, which is compared against internal hurdle rates for specific industries and investment types when making an acquisition. Having selected a potential value-enhancing acquisition, we often require substantial funding sources to complete the transaction. Historically, we have relied on the combination of operating cash flows, dividends from subsidiaries and external funding to finance our acquisitions. We expect to continue relying on these sources for future acquisitions, and, in particular, expect to seek external funding sources only for large-scale acquisitions. Therefore, our ability to make acquisitions depends on factors that affect the overall performance of our subsidiaries and conditions on the lending market, including the condition of the global and Russian economies and market interest rates. 19

20 Our results of operations are also dependent on properly integrating a newly acquired company into our portfolio. We seek to influence our portfolio companies primarily through board representation, with operational decisions taken by the management teams of each portfolio company. In certain circumstances, we may also assist our portfolio companies in relation to overall strategy, partnerships, risk management, corporate governance and internal controls, third party financing, management selection and identifying and implementing synergies with other portfolio companies. Factors Affecting MTS Results of Operations In addition to general economic conditions, inflationary trends and currency fluctuations discussed above, factors significantly affecting the results of operations of MTS are set forth below. Competition and Market Penetration Demand for wireless communications services in Russia has grown rapidly over the last years due to increased business activity, declining prices due to intensified competition among wireless communications providers and growth of new emerging consumers of telecom services such as IoT. As of 31 December 2016, overall wireless penetration in Russia was approximately 174.3%, or approximately 256 million subscribers, according to our estimates. The primary mobile competitors in Russia include us, MegaFon and Vimpelcom, each of which has effective national coverage in Russia. Competition is based on network coverage and quality, the level of customer service provided, roaming and international tariffs, local tariff prices and the range of services offered. Tariff regulation The Federal Tariff Service regulates certain tariffs in the sphere of telecommunications, including the tariffs on the local and DLD calls by subscribers of public switched telephone networks and installation and subscription fees. The Federal Service for the Oversight of Consumer Protection and Welfare is responsible for the enforcement of sanitary regulations, including some authority over the location of telecommunications equipment, and supervises the compliance of companies with the regulations relating to the protection of consumer rights. The Federal Service for State Registration, Cadastre and Cartography is responsible for registering certain telecommunications infrastructure that is considered real property in accordance with Government Decree No. 68 dated February 11, The Federal Service for Financial Monitoring (Rosfinmonitoring) is a federal executive body responsible for countering money laundering and terrorism financing. Mobile operators are to comply with Federal Law No. 115-FZ dated August 7, 2001 On combating money laundering and terrorist financing. If MTS or any of MTS subsidiaries were to be classified by FAS (or the AMC with respect to our operations in Ukraine) as a dominant market force or as having a dominant position in the market, FAS and the Federal Tariff Service (or the AMC, as the case may be) would have the power to impose certain restrictions on our or their businesses. In particular, the authorities may impose on us tariffs at levels that could be competitively disadvantageous and/or set interconnect rates between operators that may adversely affect our revenues. Moreover, MTS refusal to adjust its tariffs according to such governmentdetermined rates could result in the imposition of fines. Additionally, geographic restrictions on MTS expansion could reduce MTS subscriber base and prevent it from fully implementing MTS business strategy, which may materially adversely affect MTS s business, financial position, results of operations and prospects. 20

21 Factors Affecting Detsky mir Results of Operations Sector overview The size of Russia's children's goods market was RUB 519.5bn in Analysts project that the market will grow by an average of about 1.5% per year and will reach RUB 554.4bn by After a doubledigit growth in , the market found itself in a long-term stagnation. The current economic situation forced Russians to reconsider their approach to purchases of children's goods. In 2015, price has become the most important factor, and consumer behaviour changed, shifting the emphasis towards cheaper products. This resulted in consumer demand shifting from the premium and mid-price segments to the mass market and low-price segments. Russian-made products and private labels became very popular thanks to being priced lower than similar foreign or branded goods. Online stores become an increasingly popular sales channel, offering both a wide range of products and good prices, as well as opportunities for evaluation, selection and consultations. At the same time, the children's goods market is the most resilient to crises (along with FMCG) and showed growth after both the crisis of and the crisis of Detsky mir Group expands its presence most actively in the Moscow region (with 40 new stores opened in 2016) and in St. Petersburg. As of the end of 2016, the chain had a total of 147 stores in the Moscow region and 33 stores in St. Petersburg. The share of Detsky mir in the Russian market of children's goods in terms of revenue in 2016 was 17% (13% in 2015) overall and 6% in the online channel (3% in 2015). Detsky mir Group is the undisputed leader among specialised children's goods retailers, having three times the market share of the closest competitor. Business development in 2016 The Detsky mir Group opened 100 new Detsky Mir stores and one new ELC store in 2016, bringing the total number of outlets to 525 as of December 31, Further centralisation of supply via Detsky mir s own warehouse in the village of Bekasovo (the Moscow region) was another key business development projects during the year. Having own warehouse allowed the company to reduce logistics costs, increase centralisation of supplies, improve stock management and, ultimately, increase turnover. The online store of Detsky mir ( became the largest specialised player in the online market of children's goods in Over the past few years, the online store has demonstrated an unprecedented growth in sales. Its revenue grew more than 2-fold in 2016 thanks to an improvement in services and expanded product mix. The share of the online store in revenue was 2.1% in 2015 and grew to 3.5% by the end of Business development strategy Detsky mir intends to continue the rapid development of the chain in Russia and Kazakhstan due to the increase in the number of stores in the Moscow region, St. Petersburg and cities with 50,000+ population and a high potential for business growth. Detsky mir strives to continue using a flexible model of logistics distribution combining (1) a centralised platform based on two distribution centres in the Moscow region (Bekasovo and Krekshino) and (2) direct distribution of products to stores by suppliers. To support the development of the chain in the Urals and Siberia, the management team of Detsky mir made a provisional decision to open a new distribution centre in the Urals with approximately 60,000 square metres of warehouse space in The final decision regarding whether to own or lease the warehouse will be taken in mid

22 Factors Affecting RTI Results of Operations RTI is a major holding company that operates in the defence, microelectronics, comprehensive communication and security systems segments, and a leading integrator of high-tech R&D and manufacturing companies. RTI's production facilities have their own R&D infrastructure and implement projects in radio and space technologies, security and microelectronics that are unique in terms of their scale and complexity. RTI Group comprises the assets of RTI Systems Concern (defence and security systems) and NIIME and Mikron (microelectronics). Industry One of the main trends in the defence markets is optimisation of state budgets, including state defence contracts in Russia; however, RTI's key segment (Radars) was less affected by this trend due to its high priority for the national defence. The preparation of the National Arms Programme through 2025 is under way. In 2016, the technological focus was on improving high-precision weapons systems and increasing effectiveness of decision support information systems. The company continued to aim at import independence of the entire production chain, including components and firmware. In the area of defence solutions, the work for the National Arms Programme through 2025 will be continued, for which purpose RTI Group has prepared a number of new initiatives in accordance with the latest global trends in the field of defence and security. The demand for microelectronics for the Internet of Things is growing in the global market, which creates opportunities for increasing the sales of chips, diodes and sensors produced by the Group. A continuing shift from architecture of systems and services to cloud and distributed solutions creates an additional demand for telecommunication microchips, solid-state memory and microprocessors suitable for the processing of big data. Mikron remains the undisputed market leader in terms of sales and technological level. With the only functioning production facility at the level of nm in Russia, Mikron provides more than 30% of all supplies of Russian microelectronics manufacturers. The importance of own component base for Russia's technological independence and cybersecurity strengthens Mikron's position in the public sector and expands opportunities in the formation of protected markets and PPPs for developing next-generation microchips for the energy sector, healthcare and distributed computing systems. The Russian market of microelectronics in 2017 will be characterised by continuation of the programmes aimed at independence of critically important types of equipment from imports. In addition, it is expected that the demand will grow for RFID products in various industries (consumer and business solutions), public sector employees will be shifted to Mir cards, and the introduction of electronic identification documents will be under way. The Russian market of microelectronics is expected to grow by 9-10% to RUB 136bn. Sustainable growth of RTI and key events in 2016 In 2016, the defence business of RTI was focused on the state defence contracts most of which were for radars. As part of the creation of a continuous radar field for the missile warning system, RTI Group companies have completed testing of three new prefabricated radar stations in Orsk, Barnaul and Yeniseysk, and also commissioned prefabricated radar stations in Irkutsk and Kaliningrad. Also, one of the key tasks of the defence division for is the expansion of international military-technical cooperation. RTI is planning to monetise on foreign markets its competences and in-house solutions on the basis of existing technologies in the field of mobile radars and radar stations for all environments, systems, and control and decision-making support tools. 22

23 In the domestic market, the key event of 2016 for Mikron was the approval of a plan for guaranteed purchases of Russian civilian microelectronic products in the medium term. In accordance with this plan, Mikron intends to increase production volumes for such sectors as transport, telecommunications, payment systems, electronic documents, logistics and trade. The main mass-delivered microchips of Mikron were granted the status of 1st category microcircuits, which opens up opportunities for using preferences in state and municipal purchases. Mikron began supplying chips for third-generation navigation satellites Glonass-K. Thanks to projects for new markets, Mikron increased the production of microcontrollers for identification and RFID applications in Mikron's main achievement in the area of bank cards was the development and production of a completely Russian-made microchip with proprietary operating system for the national bank cards Mir. Mikron produced more than 600,000 integrated circuits in 2016 as part of the Mir project. In 2017, the company plans to reach the level of 15 million microchips for bank cards. Mikron managed to establish close cooperation with MTS Bank, KS Bank and a number of other financial institutions. Mikron identified the Internet of Things as a new promising market where RFID chips will be used as part of Sensor Fusion technologies. The company started research and development of chips for semiactive tags with an interface to sensors and optical components. This is an emerging market where Mikron is able to play a key role. The target segments of the IoT market are energy sector, healthcare and manufacturing. As part of the pilot project of the Eurasian Economic Union to create a unified system for labelling with identification marks, Mikron supplied a batch of 4 million RFID tags for the labelling of fur products. Strategy The strategy of the defence solutions segment is aimed at growing the business through entering promising innovative segments of government contracts, developing and modernising the core product range, developing schools of thought and the research and education system. In 2017, in the segment of defence industry, RTI will continue to work within the approved National Arms Programme through 2020, increasing the share of own production. The main objectives include: Presence in the most attractive market segments: state defence orders / microelectronics. Leadership in market segments. Preservation of scale and development of radar business: Use expertise accumulated when performing defence jobs to create civilian & export products. Develop solutions in Big Data processing, simulations, and forecasting. Develop a line of on-board equipment: onboard radar complexes and broadband communication systems. Start serving civilian customers to boost capacity utilisation (pumps, compressors and prefab agricultural systems). Improve operating efficiency: Shift to project-based company structure Develop a single capacity utilisation management system Automate production and business processes The strategy of the microelectronic solutions segment aims at integrating the development and production of microelectronic components into processes to supply ready-to-use sensor equipment and provide 23

24 technical support. The key objective is to ensure technological parity of Russian microelectronic solutions for the defence, space and nuclear industries. The following factors will determine the growth of business in the segment of microelectronics: Adding new products to the Plan of Guaranteed Procurement, increasing the volume of production of microchips for payment cards, and implementing new projects. Import substitution will allow the company to increase its market share by selling products that are Russian-made analogues. Tougher control by the state over the trade in Russia. Introduction of electronic identification documents. Fast-growing market of LED products. Development of information systems for transport monitoring based on radio frequency identification. Development of automation and the Internet of Things Acquisitions Acquisitions of businesses from third parties are accounted for using the purchase method. Upon acquisition, the assets and liabilities of an acquired entity are measured at their fair value as at the date of acquisition. The information on business combinations which took place in 2016 is summarized below (in millions RUB): Principal Date of Interest Acquiring Purchase Acquiree activity acquisition acquired segment price Lesosibirsk LDK No. 1 Pulp and paper February 60% Segezha Group 3,085 Agriculture businesses Agriculture April- October 99%-100% Steppe 7,909 Regional Hotel Chain Hotel businesses December 100% Intourist 2,786 Other 810 Total 14,590 In addition, in the years ended 31 December 2016 and 2015, we spent RUB 26.8 billion and RUB 3.5 billion on acquisitions of non-controlling stakes in existing subsidiaries (the purchase price comprised RUB 6.1 billion, the rest of the amount was paid in 2016). Discontinued operations Disposal of Targin In December 2016, the Group and PJSC Rosneft closed the transaction on the sale of 100% shares of Targin. The selling price amounted to RUB 4.1 bln with the possibility to be revised following the completion of a due diligence. The Group is not aware of any facts or circumstances leading to the price deduction. Disposal of UMS In August 2016, the Group sold its 50.01% stake in UMS (Universal Mobile Systems) for USD 1 to the State Unitary Enterprise Centre of Radio Communication, Radio Broadcasting 24

25 and Television of Ministry of Development of Information Technologies and Communications of the Republic of Uzbekistan. Capital transactions in the year ended December 31, 2016 Acquisition of 15% in RTI In December 2016, the Group purchased from VTB 15.32% of RTI share capital for a cash consideration of RUB 4.5 billion with a final settlement due in January 2019 including restructuring an option in respect of 2.91% for cash consideration of RUB 0.9 billion. The current Group's ownership interest in RTI is 87%. Disposal of 3.35% in MTS In 2016 in a series of transactions the Group sold 33,911,737 American Depositary Shares of MTS to a non-affiliated buyer for a consideration of USD million (RUB 17.7 billion). As of 31 December 2016, the remaining Group ownership interest in MTS was 50.03%. Additional share issues of Mikron In February and December 2016, the Group participated in an additional share issues of PJSC Mikron (subsidiary of RTI) for RUB 3.4 billion. Additional share issues of MTS Bank In February 2016 and November 2016, the Group participated in additional share issues of MTS Bank for RUB 15.5 billion. Restructuring of Steppe In October 2016, the Group sold 11.9% of Steppe in exchange for a minority stakes in Steppe s subsidiaries and cash consideration of RUB 0.5 billion with a final settlement due in October Restructuring of Sitronics In October 2016, the Group purchased 26% of Sitronics CAMS (subsidiary of Sitronics) in an exchange of assets. In May 2016, Sistema Finance S.A. performed intragroup acquisition from Sitronics 100% of SITRONICS IT BV for cash consideration of RUB 5.7 billion. Disposal of 10% and 3% in RTI In April 2016, the Group sold 10% of RTI share capital to PJSC Sovcombank for a total cash consideration of RUB 1 billion. In March 2016, the Group also exchanged 3% in RTI for 1.5% in JSC Concern RTI Systems (subsidiary of RTI). Acquisition of 39% in Lesosibirsk LDK No. 1 In April 2016, in a series of transactions the Group acquired an additional stake in Lesosibirsk LDK No. 1 for a total cash consideration of RUB 2 billion and increased its stake from 60% to 99%. SSTL As of 31 December 2015 the Russian Government, represented by the Federal Agency for State Property Management ("Rosimushchestvo"), had a put option to sell 17.14% stake in SSTL to Sistema for the higher of USD 777 million or market value as of 26 March 2016 determined by an independent valuator. In June 2016, the Group has signed an agreement with the Russian Government, represented by Rosimushchestvo, whereby the Group acquired 17.14% of the shares of SSTL for USD 777 million (RUB 47,130 million as of 31 December 2016). The liability is due to be repaid in instalments in Ownership rights for the shares will be transferred to the Group in proportion to the repaid liability balance subject to certain conditions. As of 31 December 2016 the beneficial ownership of SSTL has not changed and the Group repaid part of the liability amounting to RUB 15,718 million in The Group presented the current / non-current portions of the liability in separate lines in the consolidated statement of financial position as of 31 December Mikron In October 2016, the Group has signed an agreement with RUSNANO on restructuring an option agreement with respect to 20.42% of shares of Mikron for RUB 8,100 million. The liability will be repaid in instalments in Ownership rights for the shares will be transferred to the Group in The Group presented the outstanding liability of RUB 3,300 million in other financial liabilities in the consolidated statement of financial position as of 31 December

26 Capital transactions in the year ended December 31, 2015 Sale of 23.1% in Detsky mir In December 2015, the Group sold 23.1% of Detsky mir to the Russia-China Investment Fund ( RCIF ) for a total consideration of RUB 9.75 billion. The remaining Group s ownership interest in Detsky mir is 75.8%. The Group granted the buyer an option to put its stake in Detsky mir to the Group at fair value in case of the non-occurrence of prescribed future events. The Group concluded that this puttable instrument should be classified as equity instrument rather than a financial liability because the occurrence of these events is considered under the control of the Group. Acquisition of 25.02% Medsi In October 2015, the Group acquired additional 25.02% stake in Medsi for RUB 6.1 billion and increased its stake to 100%. Intragroup transfer of NVision Group to MTS During 2015, in a series of transactions, the Group s subsidiaries Sistema Telecoms Assets and RTI sold 100% stake in NVision Group to MTS. Intragroup transfer of Rent-Nedvizhimost During 2015, in a series of transactions, MTS sold 100% stake in Rent-Nedvizhimost to Business-Nedvizhimost, another subsidiary of Sistema. Consolidated Financial Results Overview The following table sets forth a summary of our financial results for the years ended 31 December 2016 and This financial information should be read in conjunction with our Financial Statements. Years ended December 31, 2016 % of revenues 2015 % of revenues (Amounts in millions of Russian Rubles, except percentages) Revenue 697, % 678, % TOTAL REVENUES 697, % 678, % Cost of sales (349,741) (50.1)% (352,670) (52.0)% Selling,general and administrative expenses (157,003) (22.5)% (148,232) (21.8)% Depreciation and amortisation (96,710) (13.9)% (88,670) (13.1)% Impairment of long-lived assets (2,896) (0.4)% (11,941) (1.8)% Impairment of financial assets (11,400) (1.6)% (7,220) (1.1)% Taxes other than income tax (5,574) (0.8)% (4,000) (0.6)% Share of the profit or loss of associates and joint ventures, net 3, % 4, % Gain on acquisitions 1, % - - Other income 6, % 1, % Other expences (5,693) (0.8)% (3,995) (0.6)% 26

27 OPERATING INCOME 79, % 68, % Finance income 9, % 18, % Finance expense (56,251) (8.1)% (50,496) (7.4)% Currency exchange gain/(loss) 6, % (16,249) (2.4)% Profit before tax 39, % 20, % Income tax expense (21,575) (3.1)% (18,251) (2.7)% Profit from continuing operations 17, % 1, % (Loss)/profit from discontinued operations (8,767) (1.3)% 44, % PROFIT FOR THE PERIOD 9, % 46, % (Loss)/profit attributable to: Shareholders of Sistema PJSFC (11,758) 28,800 Non-controlling interests 20, % 17, % 9, % 46, % OIBDA 176, % 157, % (1) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended 31 December (In millions of Russian Rubles) Operating income 79,844 68,388 Depreciation and amortisation (96,710) (88,670) OIBDA 176, ,058 In our comparison of period-to-period results of operations we analyze changes, developments and trends in revenues by reference to individual segment revenues. We present our revenues on an aggregated basis after elimination of intra-segment (between entities in the same segment) transactions, but before intersegment (between entities in different segments) eliminations. Amounts attributable to individual companies, where appropriate, are shown prior to both intra-segment and inter-segment eliminations. 27

28 The following tables set forth a summary of revenues and operating income by reportable segment for the years ended 31 December 2016 and Revenues by segment: Year ended 31 December 2016 % of total revenues 2015 % of total revenues (In millions of Russian Rubles, except percentages) MTS 435, % 426, % Detsky mir 79, % 60, % RTI 44, % 77, % MTS Bank 20, % 25, % SSTL 12, % 13, % Corporate 2, % 3, % Other 110, % 86, % Aggregated revenue 705, % 694, % Intersegment eliminations (7,864) (1.1%) (15,501) (2.3%) Total 697, % 678, % 28

29 Operating income/(loss) by segments: Year ended 31 December 2016 % of total operating 2015 income % of total operating income (In millions of Russian Rubles, except percentages) MTS 86, % 91, % Detsky mir 6, % 3, % RTI % 4, % MTS Bank (3,282) (4.1%) (17,658) (25.8%) SSTL (2,347) (2.9%) (3,227) (4.7%) Corporate (24,042) (30.1%) (14,392) (21.0%) Other 16, % (272) (0.4%) Aggregated operating income 79, % 64, % Intersegment eliminations % 3, % Total 79, % 68, % Explanation of Key Items in Statements of Operations Revenues Our sales are derived mainly from the revenues generated by MTS, Detsky mir and RTI. In 2016 and 2015, before intersegment eliminations, revenues of MTS accounted for 62.4% and 62.9%, revenues of Detsky Mir accounted for 11.4% and 8.9% and RTI 6.4% and 11.4%, respectively, of our consolidated sales. Cost of sales Our cost of sales is primarily incurred at MTS, Detsky mir and RTI. In 2016 and 2015, cost of sales at MTS, Detsky mir and RTI accounted for 73.6% and 74%, respectively, of our cost of sales. Cost of sales at MTS, Detsky mir and RTI are those costs that are incurred directly in the sale and production of MTS, Detsky mir and RTI s principal products and services. For MTS, they mainly consist of cost of services, such as interconnect and line rental charges and roaming expenses, and the cost of handsets and accessories. For Detsky mir they consist of cost of goods. For RTI, they mainly consist of the cost of subcontract works, goods, raw materials, equipment and certain other operating expenses. Cost of sales also includes a share of rental expenses under operating leases. Selling, general and administrative expenses Selling, general and administrative expenses are primarily incurred at MTS, Detsky mir and Corporate. In 2016 and 2015, selling, general and administrative expenses at MTS accounted for 57.5% and 58%, 29

30 respectively, of our overall selling, general and administrative expenses. Detsky mir accounted for 12% and 11.3% of our overall selling, general and administrative expenses in 2016 and 2015, respectively, Our selling, general and administrative expenses consist of marketing, advertising costs, rent and utility, employee salaries and bonuses, social contributions payable to state funds. Selling, general and administrative expenses also include a share of rental expenses under operating lease agreements. Depreciation and amortisation Most of our depreciation and amortisation expenses are incurred at MTS. In 2016 and 2015, depreciation and amortisation at MTS accounted for 84% and 86%, respectively, of our overall depreciation and amortisation expenses. Depreciation and amortisation expenses primarily consist of expenses related to the depreciation of property, plant and equipment and the amortisation of intangible assets. Operating income Operating income is revenues less operating costs, plus share of the profit or loss of associates and joint ventures, gain on acquisition and other expenses or income. Finance expense Interest expenses consist primarily of interest expense on loans and borrowings net of amounts capitalized. Currency transaction profit/(losses) Management has determined that the functional currency of most of our subsidiaries are the currencies of the countries of their domicile. Foreign currency transaction gains/losses result from a change in exchange rates between the functional currency and the currency in which foreign currency transactions are denominated. Income tax expense Income tax expense comprises current and deferred income tax. During the periods under discussion, the corporate income tax rate in the Russian Federation was 20% and the income tax rate on dividends paid within Russia was 13% or 0% subject to meeting certain conditions. Our foreign subsidiaries pay income tax in their respective jurisdictions. The income tax rate in Ukraine was 18% during the reporting period. Deferred income tax reflects the tax effect of all significant differences between the tax bases of assets and liabilities and their amounts reported in the Financial Statements. Deferred tax assets and liabilities are measured using the enacted tax rates applicable in the periods when the differences are expected to affect taxable income. See Note 13 of our Financial Statemens. Year Ended 31 December 2016 Compared to the Year Ended 31 December 2015 Revenues In 2016, the Group s revenues increased by 2.8% due to Detsky mir s continued expansion in the Russian market, acquisitions and organic growth in the agricultural sector, the consolidation of Kronshtadt and strong results at Segezha Group. 30

31 Strong like-for-like 9 growth and network expansion at Detsky mir contributed to the Group s revenue growth of RUB 19 billion; increase at agro business and consolidation of Kronstadt amounted RUB 10.2 billion; Segezha revenue growth was RUB 9.6 billion. MTS is our largest revenue contributor. In the years ended 31 December 2016 and 2015, MTS share of our consolidated revenues amounted to 62.4% and 62.9%, respectively. MTS remains Russia s leading mobile operator, growing revenue 2.1% in 2016 and 0.2% year-on-year in the fourth quarter Higher data usage and handset sales offset weaker roaming usage and lower contributions from subsidiaries outside Russia. An increase in internet traffic was driven by higher subscriber numbers for the Smart voice and data (V&D) tariff in Russia and deployment of a 3G network in Ukraine. In 2016, MTS s total subscriber base increased by 3.1 million customers, 2.8 million of them in Russia. MTS s customer base is notable for its active internet users and high smartphone penetration. MTS continues to successfully develop home internet and pay TV services in Russia. Cost of sales Cost of sales reduced by RUB 2,929 million, or 1%, from RUB 352,670 million in the year ended 31 December 2015 to RUB 349,741 million in the year ended 31 December The decline in cost was due mainly to a reduction in provision charges and continued improvements in asset quality at MTS Bank, which comprised RUB 15,725 million. Selling, general and administrative expenses In 2016, selling, general and administrative expenses (SG&A) grew by 5.9% to RUB 157,003 million year-on-year, generally in line with the inflation rate in Russia over the same period, despite organic growth at MTS and Detsky Mir and an acquisitions by Segezha Group and Steppe driving SG&A higher. Depreciation and amortisation Depreciation and amortisation expenses increased by RUB 8,040 million or 9.1% from RUB 88,670 million in the year ended 31 December 2015, to RUB 96,710 million in the year ended 31 December 2016 mainly as a result of growth in depreciable assets base as well as acquisitions made in the second half of 2015 and in Impairment of long-lived assets Impairment of long-lived assets decreased by RUB 9,045 million, or four times, from RUB 11,941 million in the year ended 31 December 2015 to RUB 2,896 million in the year ended 31 December In the year ended 31 December 2015, we recorded an impairment loss mainly in connection with an impairment of goodwill of Kronstadt and MTS-Armenia. As of 31 December 2016, the impairment of long-lived assets is mainly attributable to RTI assets. See also Note 11 of the Financial Statements. Impairment of financial assets Impairment of financial assets includes allowance for doubtful accounts, impairment of cash and deposits in banks, impairment of available for sale securities and impairment of loans carried at amortised cost. The increase in impairment of financial assets was RUB 4,180 million or 57.9% in 2016 as compared to The increase was caused mainly by recognition of the impairment of loans carried at amortised cost. See also Note 12 of the Financial Statements. Share of the profit or loss of associates and joint ventures, net 9 Like-for-like revenue growth based on the stores that have been in operations for at least 12 full calendar months 31

32 In the year ended 31 December 2016, we recorded a gain of RUB 3,147 million in our equity in the results of affiliates. MTS-Belarus was the main contributor to the total equity income in results of affiliates. Gain on acquisitions In the year ended 31 December 2016, we recorded a gain of RUB 1,169 million upon acquisitions in our agricultural holding. Operating income For the reasons set forth above, our operating income increased by RUB 11,456 million, or 16.8%, from RUB 68,388 million in the year ended 31 December 2015 to RUB 79,844 million in the year ended 31 December Our consolidated operating income margin equaled 10% for the year ended 31 December 2015 and 11.4% for the year ended 31 December In both years, MTS was the main contributor to our operating income. Finance income Finance income reduced by RUB 8,598 million, or 46.6%, from RUB 18,451 million in the year ended 31 December 2015 to RUB 9,853 million in the year ended 31 December 2016 mainly due to the decline in bank deposits in Finance costs Finance costs increased by RUB 5,755 million or 11.4%, from RUB 50,496 million in the year ended 31 December 2015 to RUB 56,251 million in the year ended 31 December The growth of our finance expenses mainly resulted from the increase in our financial liabilities at the end of Currency exchange gains/loss In the year ended 31 December 2016, we recorded a foreign currency transaction gain of RUB 6,055 million, which was mainly due to the appreciation of the ruble against the U.S. dollar in The loss in 2015 is mostly attributable to indebtedness denominated in foreign currencies. Profit/(loss) before income tax For the reasons set forth above, profit before tax increased by RUB 19,407 million, from of RUB 20,094 million in the year ended 31 December 2015 to profit of RUB 39,501 million in the year ended 31 December Income tax expense Income tax expense increased by RUB 3,324 million, or 18.2%, from RUB 18,251 million in the year ended 31 December 2015 to RUB 21,575 million in the year ended 31 December The following table sets forth our income tax expense for the years ended 31 December 2016 and 2015: 2016 For the year ended 31 December % of total income tax expense 2015 (In millions of Russian Rubles, except percentages) % of total income tax expense Current provision 23, % 19, % Deferred income tax expense /(benefit) (1,785) (8.3%) (1,488) (8.1%) Total income tax expense 21, % 18, % 32

33 Profit/(loss) from continuing operations For the reasons set forth above, our profit from continuing operations increased by RUB 16,083 million, from RUB 1,843 million in the year ended 31 December 2015 to RUB 17,926 million in the year ended 31 December Profit/(loss) from discontinued operations Amounts recorded in profit/(loss) from discontinued operations include results of Targin and UMS (Universal Mobile Systems) and effects of their deconsolidation in 2016, as well as the gain from settlements with Ural-Invest in In the year ended 31 December 2016, we recorded a loss of RUB 8,767 million, while in the year ended 31 December 2015, we recorded a gain of RUB 44,531 million, which included loss of RUB 4,498 million as a result of deconsolidation Targin and UMS, and gain of RUB 49,029 million from settlements with Ural-Invest. See Note 8 of the Financial Statements. Profit/(loss) for the year For the reasons set forth above, net income declined by RUB 37,215 million, from gain of RUB 46,374 million in the year ended 31 December 2015 to income RUB 9,159 million in the year ended 31 December Non-controlling interest and net income attributable to PJSFC Sistema Profit attributable to non-controlling interests equaled RUB 17,574 million in the year ended 31 December 2015 and RUB 20,917 million in the year ended 31 December The increase of profit attributable to non-controlling shareholders of our subsidiaries was driven by subsidiaries operating results and sale of minority stakes in MTS. For the reasons set forth above, profit/(loss) attributable to PJSFC Sistema decreased by RUB 40,558 million from net gain of RUB 28,800 million in the year ended 31 December 2015 to net loss of RUB 11,758 million in the year ended 31 December

34 Segment Financial Results Overview The following analysis concentrates on our six reportable operating segments MTS, Detsky mir, RTI, MTS Bank, Corporate and SSTL and other operating segments which include Segezha Group, Sitronics, Kronshtadt Group, Binnopharm, Medsi, Agroholding Steppe, Sistema Venture Capital, Intourist, Leader- Invest and Bashkirian Power Grid Company ( BPGC ) and others. Segment results are presented after elimination of intra-segment transactions, but prior to elimination of transactions between segments. MTS MTS is a leading telecommunications provider in Russia and the CIS, providing a wide range of mobile and fixed line voice and data telecommunications services, including transmission, broadband, pay-tv and various value added services, as well as selling equipment and accessories. Capital expenditures at MTS totaled RUB 86,149 million and RUB 106,537 million, respectively, in 2016 and 2015 and were spent on network development in Russia and other countries where MTS operates. For the years ended 31 December 2016 and 2015, MTS revenues accounted for 62.4% and 62.9%, respectively, of Sistema s consolidated revenues. Certain Operating Data Below we provide certain operating data not included in our financial statements that we believe is useful for evaluating our business and results. The data focuses primarily on our mobile operations, particularly in Russia and Ukraine, which comprise the most significant share of our revenue in the periods presented, and is among the information routinely reviewed by our management as part of their regular evaluation of our performance. Mobile Subscriber Data The following table shows MTS mobile subscribers by country as of the dates indicated: Subscribers (1) At December 31, (in millions) Russia Ukraine Turkmenistan Armenia Total consolidated MTS Belarus (unconsolidated) (1) We define a subscriber as an organization or individual, whose SIM-card shows traffic-generating activity or accrues a balance for services rendered or is replenished of topped off over the course of any three-month period, inclusive within the reporting period, and was not blocked at the end of the period. 34

35 Mobile churn We define churn as the total number of subscribers who cease to be a subscriber during the period (whether involuntarily due to non-payment or voluntarily), expressed as a percentage of the average number of our subscribers during that period. A vast majority of our subscribers are prepaid subscribers with no contractual commitment to us. As a result, these subscribers have unfettered freedom to migrate between operators at their convenience. This freedom, combined with the relative ease with which subscribers can obtain SIM cards, contributes to churn and increasing penetration levels in the markets where we operate. The churn rate is highly dependent on competition in our license areas and those subscribers who migrate as a result of such competition. Our churn rate in Russia slightly decreased to 39.0% during the year ended December 31, 2016, as compared to 39.6% for the year ended December 31, 2015, due to growth in the number of new connections. We continued to offer our popular tariff plans Super MTS (free calls to all subscribers of MTS Russia) and Smart (integrated voice and data bundles), updated options for unlimited mobile Internet, further improved network quality and enhanced data rate through the expansion of our 3G and LTE capabilities. We expect that the extension of the MTS-Bonus loyalty program and further development of our mono-brand retail network will allow us to keep churn rate under control in 2017, stimulate data usage and promote subscriber loyalty through superior customer service. The churn rate in Ukraine slightly increased to 25.0% for the year ended December 31, 2016, from 24.5% for the year ended December 31, In 2017, we expect subscriber loyalty to grow due to the launch of 3G-enabled data services with the support of our brand partnership with Vodafone. Trend Information Average monthly service revenue per subscriber in Russia remained relatively stable and amounted to RUB for the year ended December 31, 2016 as compared to for the year ended December 31, Average monthly minutes of use per subscriber in Russia remained stable and amounted to 380 minutes in 2016 as compared to 381 minutes in We expect average monthly service revenue per subscriber in Russia to remain stable in 2017 as we plan to decrease prices and stimulate growth in usage of data services. We also believe that average monthly minutes of use per subscriber will remain stable with an increase in megabytes of use per subscriber due to our efforts aimed at stimulating data usage and on-net traffic. In Ukraine, our subscriber base increased to approximately 20.9 million subscribers as of December 31, 2016, from 20.4 million subscribers as of December 31, The launch of 3G services under the Vodafone brand in Ukraine was the most significant event in During 2016, company expanded actively its network and now a high-speed mobile internet is available for more than 54% of Ukrainians. In 2017, we expect revenues to remain stable under the impact of the weaker macroeconomic environment. Our subscriber base in Armenia remained stable and amounted to 2.1 million subscribers in The average monthly service revenue per subscriber in Armenia decreased to 2,189 dram (RUB 305) from 2,706 dram (RUB 343). We expect the average monthly service revenue per subscriber in Armenia to decline mainly due to the growth of competition in these markets which may, in turn, lead to decreasing tariffs, the addition of lower-value mass market subscribers and macroeconomic trends calling for save mode. Our primary operating license in Turkmenistan was resumed, and all of our operations in the country fully recommenced since October 1, Our subscriber base in Turkmenistan remained stable last 5 years and slightly increased to 1.7 million subscribers as of December 31, 2016 from 1.6 million subscribers as of December 31, We expect our subscriber base and revenues to remain stable in

36 After reentrance we started operations in Uzbekistan in December Our subscriber base in Uzbekistan developed rapidly, increased to 1.4 million subscribers as of July 31, On August 2016, PJSC MTS announced that it has sold its 50.01% stake in the telecommunications operator Universal Mobile Systems (UMS) to the State Unitary Enterprise Centre of Radio Communication, Radio Broadcasting and Television of The Ministry of Development of Information Technologies and Communications of the Republic of Uzbekistan. Russia and Ukraine are the two largest markets for us, both in terms of subscribers and revenue. In 2016, the underlying developments within these markets remained generally positive and included high mobile penetration, strong demand for mobile services, generally positive usage trends and increased consumption of data services and value-added services. We expect growth of business activity in Russia to continue throughout We also expect that the stabilizing of the political situation in Ukraine will allow us to retain our operating indicators. We expect a challenging operating environment in 2017 due to continued macroeconomic and market volatility in the countries where we operate, increasing competition and significant changes in the mobile retail market in Russia. We also experienced significant exchange rate volatility and depreciation of local currencies in the countries where we operate against the U.S. dollar. The volatility and devaluation of local currencies against the U.S. dollar and/or euro may adversely affect our costs, including our non-cash foreign exchange loss due to the translation of our U.S. dollar- and euro-denominated debt. Results of Operations The following table presents the results of operations for MTS for the periods under discussion: Year ended 31 December 2016 % of revenues 2015 % of revenues (Amounts in millions of Russian Rubles, except percentages) Revenues (1) 435, % Cost of sales (174,184) (40.0%) Selling, general and administrative expenses (90,240) (20.7%) Share of the profit or loss of associates and joint ventures,net 1, % Finance income 5, % Finance costs (26,969) (6.2%) Depreciation and amortisation (81,582) (18.7%) Operating income (2) 86, % OIBDA (3) 167, % 426, % (162,976) (38.2%) (85,484) (20.0%) (324) -0.1% 8, % (25,409) (6.0%) (77,843) (18.2%) 91, % 169, % (1) Includes net sales to external customers and intersegment sales. Intersegment sales accounted for 1,720 million RUB and 965 million RUB in the years ended 31 December 2016 and 2015, respectively. (2) Including share in net losses of MTS Bank (3) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our 36

37 ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended (Amounts in millions of Russian Rubles) Operating income 86,227 91,708 Depreciation and amortisation 81,582 77,843 OIBDA 167, ,551 Revenues Consolidated revenues for the year ended December 31, 2016, increased by RUB 9,053 million, or 2.1%, to RUB 435,692 million from RUB 426,639 million for the year ended December 31, The principal reason for the growth of our consolidated revenues for the year ended December 31, 2016, was the large increase in the usage of voice and data tariffs by our subscribers (by RUB 4,811 million), which was mainly attributable to the increase in mobile internet penetration, an increase in usage of smartphones by our subscribers, active 3G and LTE network expansion and the consequent improvement of the quality and uptake of value-added services. The increase of our consolidated revenues for the year ended December 31, 2016 was also supported by the growth in revenues from sales of handsets and accessories by RUB 5,023 million and by the increase of revenues from sales of software products by RUB 3,718 million. The increase in sales of handsets and accessories by RUB 5,023 million resulted from active marketing initiatives and continued expansion of our retail operations. The increase in sales of software products is attributable to the acquisition of NVision group at the end of The decrease of our revenues from roaming fees of own subscribers by RUB 5,262 million in the year ended December 31, 2016 is attributable to promotion of tariff plans with reduced price per minute and overall decrease of consumption due to adverse changes in macroeconomic situation in Russia and Ukraine. Our consolidated mobile subscriber base increased and amounted to million as of December 31, 2016 as compared to million as of December 31, The decrease in the mobile churn rate in Russia to 39.0% from 39.6% in 2015 had an immaterial impact on our consolidated revenues. Cost of sales Overall cost of sales, which includes cost of services and cost of handsets and accessories, exclusive of depreciation and amortisation, increased by RUB 11,207 million, or 6.9%, from RUB 162,976 million in the year ended 31 December 2015 to RUB 174,184 million in the year ended 31 December Sundry operating expenses Consolidated sundry operating expenses for the year ended December 31, 2016, decreased by RUB 7,510 million. We generated income of RUB 3,337 million and expense of RUB 4,173 million for the year ended December 31, 2016 and 2015, respectively. These amounts comprised (0.8)% and 1.0% as a percentage of consolidated revenue for the year ended December 31, 2016 and In the year ended December 31, 2015 consolidated sundry operating expenses included impairment of goodwill in Armenia in the amount of RUB 3,516 million and impairment charges related to distressed Ukrainian banks in the amount of RUB 1,698 million. In the year ended December 31, 2016 consolidated sundry operating income included compensation from other operators for the transfer of radio frequencies obtained by us through the auctions in the amount of RUB 848 million (income). The decrease in bad debt provision in Russia in the year ended December 31, 2016 also contributed to the decrease in consolidated sundry operating expenses. 37

38 Selling, general and administrative expenses Selling, general and administrative expenses at MTS increased by RUB 4,757 million, or 5.6%, from RUB 85,484 million in the year ended 31 December 2015 to RUB 90,240 million in the year ended 31 December Salary expenses and related social contributions increased by RUB 4,321 million amounting to 10.2% of consolidated revenues for the year ended December 31, 2016 compared to 9.4% of consolidated revenues for the year ended December 31, 2015 due to indexation of salaries and increase in number of employees. Rent expenses as a percentage of consolidated revenues increased to 2.1% for the year ended December 31, 2016 compared to 1.6% for the year ended December 31, 2015 mainly due to expansion of own retail network. Taxes other than income tax as a percentage of consolidated revenues increased to 0.9% for the year ended December 31, 2016 compared to 0.5% for the year ended December 31, 2015 mainly due to recognition of a gain from release of provision for custom duties and VAT in Dealers commissions as a percentage of consolidated revenues decreased to 1.5% for the year ended December 31, 2016 compared to 2.1% for the year ended December 31, 2015 mainly due to expansion of own retail network. Depreciation and amortisation Depreciation and amortisation of property, network equipment, numbering capacity, license costs and other intangible assets increased by RUB 3,739 million, or 4.6%, from RUB 77,843 million in the year ended 31 December 2015 to RUB 81,582 million in the year ended 31 December 2016 mainly in connection with ongoing network development and modernization program and the build-out associated with the regional networks. Segment operating income Operating profit of MTS declined by RUB 5,481 million or 6% from RUB 91,708 million in the year ended December 31, 2015 to RUB 86,227 million in the year December 31, 2016 mainly due to decrease in operating profit of Moscow fixed line and Ukraine segments. Currency exchange gain/loss Consolidated currency exchange and transaction gain for the year ended 31 December 2016, was RUB 3,241 million, compared to the loss of 6,154 million for the year ended 31 December The gain recognized in the year ended December, was mainly attributable to the appreciation of the Russian ruble against U.S. dollar and euro during the year ended 31 December Detsky mir Detsky mir is the largest retail chain in the children s goods market in the Russian Federation. The primary activity of the Group is the sale of children s clothing and goods through retail and internet stores. In 2016 and as at 31 December 2016 the Group operated Detsky mir branded stores in Russia and Kazakhstan. For the years ended 31 December 2016 and 2015, Detsky mir s sales accounted for 11% and 9%, respectively, of consolidated revenues. Capital expenditures at Detsky mir totaled RUB 1,747 million and RUB 5,308 million, respectively, in 2016 and The following table presents the results of operations for Detsky mir for the periods under discussion: 38

39 2016 Year ended 31 December % of % of revenues 2015 revenues (Amounts in millions of Russian Rubles, except percentages) Revenues (1) 79, % 60, % Cost of sales (51,175) (64.3%) (37,752) (62.4%) Selling, general and administrative expenses (18,857) (23.7%) (16,821) (27.8%) Share of the profit or loss of associates and joint ventures,net 9 0.0% 9 0.0% Finance income % % Finance costs (1,938) (2.4%) (2,053) (3.4%) Depreciation and amortisation (1,591) (2.0%) (954) (1.6%) Operating income 6, % 3, % OIBDA (2) 8, % 4, % (1) Includes net sales to external customers and intersegment sales. Intersegment sales amounted to 15 million and nil in the years ended 31 December 2016 and 2015, respectively. (2) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended Amounts in millions of Russian Rubles) Operating income 6,620 3,805 Depreciation and amortisation 1, OIBDA 8,211 4,759 Revenues Revenues at Detsky mir increased in the year ended 31 December 2016 by 31.4% and amounted to RUB 79,547 million compared to RUB 60,544 million in the year ended 31 December Detsky mir s stores opened in previous years began to operate at full capacity and continued expansion of the retail chain. The group opened 100 new Detsky mir stores and one new ELC store in 2016, bringing the total number of outlets to 525 as of December 31, Cost of sales Cost of sales grew by RUB 13,423 million, or 35.6%, from RUB 37,752 million in the year ended 31 December 2015 to RUB 51,175 million in the year ended 31 December Segment operating income Detsky mir recorded operating income of RUB 6,620 million in the year ended 31 December 2016 and RUB 3,805 million in the year ended 31 December The ratio of administrative expenses to revenues declined from 27.8% in 2015 to 23.7% in 2016 in particular due to further automation of key business processes. Detsky mir succeeded in significantly lowering rental costs as a percentage of sales and increased the operational efficiency of its chain of stores. 39

40 RTI RTI is a leading Russian technology holding company in the fields of defense, microelectronics and high-tech R&D. RTI comprises four principal business units (BU): Defense Solutions, Complex Security Systems and Microelectronic Solutions. For the years ended 31 December 2016 and 2015, RTI s sales accounted for 6% and 11%, respectively, of consolidated revenues. Capital expenditures at RTI totaled RUB 3,955 million and RUB 5,115 million, respectively, in 2016 and The following table presents the results of operations for RTI for the periods under discussion: 2016 Year ended 31 December % of % of revenues 2015 revenues (Amounts in millions of Russian Rubles, except percentages) Revenues (1) 44, % 77, % Cost of sales (31,984) (71.7%) (60,346) (78.1%) Selling, general and administrative expenses (7,419) (16.6%) (10,319) (13.4%) Share of the profit or loss of associates and joint ventures,net % % Finance income 1, % 2, % Finance costs (6,026) (13.5%) (5,739) (7.4%) Depreciation and amortisation (2,539) (5.7%) (2,482) (3.2%) Operating income % 4, % OIBDA (2) 2, % 7, % (1) Includes net sales to external customers and intersegment sales. Intersegment sales amounted to 156 million and 7,903 million in the years ended 31 December 2016 and 2015, respectively. (2) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended Amounts in millions of Russian Rubles) Operating income 275 4,548 Depreciation and amortisation 2,539 2,482 OIBDA 2,814 7,030 Revenues Revenues at RTI decreased in the year ended 31 December 2016 by 42.3% and amounted to RUB 44,588 million compared to RUB 77,287 million in the year ended 31 December RTI s revenue declined reflecting the disposal of NVision in 2015, as well as lower project volumes on a large defence contract where work was primarily carried out in 2014 and In addition, both the Defence Solutions business unit and the Microelectronics business unit reported lower revenue as customers placed orders later in the year. Cost of sales Cost of sales decreased by RUB 28,362 million, or 47%, from RUB 60,346 million in the year ended 31 December 2015 to RUB 31,984 million in the year ended 31 December

41 Segment operating income RTI recorded operating income of RUB 275 million in the year ended 31 December 2016 and RUB 4,548 million in the year ended 31 December RTI operating income followed revenue trends and impairment loss recognition for accounts receivable and supply stock. MTS Bank MTS Bank provides a broad range of banking services, maintaining a diversified corporate loan portfolio and playing an active role in the Russian banking market. For the years ended 31 December 2016 and 2015, MTS Bank s revenues accounted for 2.9% and 3.77%, respectively, of our consolidated revenues The following table presents the results of operations for MTS Bank for the periods under discussion: Year ended 31 December 2016 % of revenues 2015 % of revenues (Amounts in millions of Russian Rubles, except percentages) Revenues (1) 20, % 25, % Cost related to banking activities (15,399) (76.1%) (34,489) (134.6%) Selling, general and administrative expenses (7,384) (36.5%) (7,980) (31.1%) Depreciation and amortisation (663) (3.3%) (689) (2.7%) Operating income/(loss) (3,282) (16.2%) (17,658) (68.9%) OIBDA (2) (2,619) (12.9%) (16,969) (66.2%) (1) Includes net sales to external customers and intersegment sales. Intersegment sales amounted to 1,159 million RUB and 462 million RUB in the years ended 31 December 2016 and 2015, respectively. (2) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended (Amounts in millions of Russian Rubles) Operating loss (3,282) (17,658) Depreciation and amortisation OIBDA (2,619) (16,969) Revenues MTS Bank derives a majority of its revenue from interest income. Revenues decreased by RUB 5,386 million or 21%, from RUB 25,619 million in the year ended 31 December 2015 to RUB 20,233 million in the year ended 31 December Interest income declined as a result of a reduction in risk appetite and the size of the loan book in a period of economic contraction, as well as due to lower interest rates in the Russian market. Loans to customers and banks (gross), including leases, decreased by RUB 32,828 million, or 24%, from RUB 135,723 million in the year ended 31 December 2015 to RUB 102,896 million in the year ended 31 December Non-interest income decreased by RUB 1,338 million, or 26%, from RUB 5,160 million in the year ended 31 December 2015 to RUB 3,822 million in the year ended 31 December

42 Cost related to banking activities Cost related to banking activities reduced by RUB 19,089 million, or 55.3%, from RUB 34,489 million in the year ended 31 December 2015 to RUB 15,399 million in the year ended 31 December The decline in cost was due mainly to a reduction in provision charges and continued improvements in asset quality at MTS Bank. Selling, general and administrative expenses Selling, general and administrative expenses slightly decreased by RUB 596 million, or 7.5%, from RUB 7,980 million in the year ended 31 December 2015 to RUB 7,384 million in the year ended 31 December Segment operating income/(loss) MTS Bank reported operating loss of RUB 3,282 million in the year ended 31 December 2016 whereas in the year ended 31 December 2015 the operating loss amounted to RUB 17,658 million. SSTL For the years ended 31 December 2016 and 2015, SSTL s revenues accounted for 1.8% and 2%, respectively, of our consolidated revenues. The following table presents the results of operations for SSTL for the periods under review: Year ended 31 December % of revenues 2015 (Amounts in millions of Russian Rubles, except percentages) % of revenues Revenues (1) 12, % 13, % Cost of sales (8,407) (67.4%) (9,201) (65.9%) Selling, general and administrative expenses (4,655) (37.3%) (5,423) (38.8%) Impairment of long-lived assets other than (260) (2.1%) (235) (1.7%) goodwill and provisions for other assets Finance income % % Finance costs (4,366) (35.0%) (6,596) (47.2%) Depreciation and amortisation (889) (7.1%) (832) (6.0%) Operating loss (2,347) (18.8%) (3,227) (23.1%) OIBDA (negative) (2) (1,458) (11.7%) (2,395) (17.2%) (1) Consists of net sales to external customers. SSTL recorded no intersegment sales in the years ended 31 December 2016 and (2) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended (Amounts in millions of Russian Rubles) Operating loss (2,347) (3,227) Depreciation and amortisation OIBDA (negative) (1,458) (2,395)

43 Revenues Revenues at SSTL declined by RUB 1,499 million, or 10.7%, from RUB 13,965 million in the year ended 31 December 2015 to RUB 12,466 million in the year ended 31 December Segment operating income SSTL operating losses decreased by RUB 880 million, or 27.26%, from a loss of RUB 3,227 million in the year ended 31 December 2015 to a loss of RUB 2,347 million in the year ended 31 December In 2016, Sistema and Reliance Communications Ltd ( RCom ) continued to work towards the merger of SSTL s telecommunications business with RCom. The transaction has been approved by India s two main stock exchanges (NSE and BSE), the Securities and Exchange Board of India (SEBI), the Competition Commission of India (CCI), and the Bombay and Rajasthan High Courts. All necessary shareholder and creditor approvals have also been properly secured. As of close of business on 31 March 2017, Sistema and RCom were in discussions with the Department of Telecommunication of India (DoT) and other regulatory and judicial bodies regarding final conditions of the potential transaction. The decisions regarding the completion of the transaction are expected to be made based on the timing of the approval processes and substance of the final conditions to be approved. Other Our other operating segments include the following assets: Segezha Group, Sitronics, Kronshtadt Group, Binnopharm, Medsi, Agroholding Steppe, Sistema Venture Capital, Intourist, Leader-Invest and Bashkirian Power Grid Company ( BPGC ) and others. For the years ended 31 December 2016 and 2015, revenues from other operating segments accounted for 15.8% and 12.8%, respectively, of our consolidated revenues. Capital expenditures in other operating segments totaled RUB 21,667 million and RUB 18,167 million in 2016 and 2015, respectively. The following table presents the results of operations for other operating segments for the periods under discussion: 2016 Year ended 31 December % of % of revenues 2015 revenues (Amounts in millions of Russian Rubles, except percentages) Revenues (1) 110, % 86, % Cost of sales (71,677) (65%) (57,247) (65.9%) Selling, general and administrative expenses (16,239) (14.7%) (13,534) (15.6%) Share of the profit or loss of associates and 1,047 1% % joint ventures,net Finance income 2, % 2, % Finance costs (7,126) (6.5%) (4,180) (4.8%) Depreciation and amortisation (8,883) (8.1%) (5,347) (6.2%) Operating income 16, % (272) (0.3%) OIBDA (2) 25, % 5, % (1) Includes net sales to external customers and intersegment sales. Intersegment sales amounted to RUB 3,699 million and RUB 5,027 million in the years ended 31 December 2016 and 2015, respectively. (2) OIBDA represents operating income before depreciation and amortisation. OIBDA is not a measure of financial performance under IFRS. You should not consider it an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Our calculation of OIBDA may be different from the calculation used by other companies and therefore comparability may be limited. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of subsidiaries and other investments and our ability to incur and services debt. While depreciation and amortisation are considered operating costs under IFRS, 43

44 these expenses primarily represent non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. The following table presents a reconciliation of OIBDA to operating income for the periods indicated: For the year ended (Amounts in millions of Russian Rubles) Operating income/(loss) 16,274 (272) Depreciation and amortisation 8,883 5,347 OIBDA 25,157 5,075 Revenues Revenues of our other operating segments increased by RUB 23,338 million, or 26.9%, from RUB 86,851 million in the year ended 31 December 2015 to RUB 110,190 million in the year ended 31 December 2016 mainly due to acquisitions and organic growth in the agricultural sector, the consolidation of Kronshtadt and strong results at Segezha Group. Bashkirian Power Grid Company (BPGC) is a large regional company providing electricity transmission services between central Russia and the Urals, and power transmission and distribution services to consumers in the Republic of Bashkortostan. Revenue at BPGC grew by 8.3% for the full year Mainly due to indexation of electricity transmission tariffs that came into force on 1 July Medsi is one of Russia s leading national networks of private clinics, providing healthcare services in Moscow and other Russian regions. In 2016, Medsi increased revenues by 14.4% year-on-year. Revenue generated from individuals grew by 11%. Revenue generated from insurers (including from Mandatory Medical Insurance, or MMI) rose by 19%, in part due to a 13% increase in patient visits covered by insurance. Revenue from regional clinics grew by 7.6% in 2016 driven by optimisations of the sales strategy. Binnopharm is a pharmaceuticals company managing one of the largest full-cycle facilities in Russia for the manufacturing of bio-technology drugs in line with GMP (Good Manufacturing Practice) international quality standards. Revenue rose by 16.9% year-on-year. Sales of Binnopharm s own products accounted for 78% of revenue in 2016, up from 43% a year earlier. Sales of Regevak B vaccine declined from 36% of total revenue in 2015 to 29% in In the commercial segment, sales of Binnopharm s own products increased from 29% of total revenue in 2015 to 47% in Segezha Group is a manufacturer of sack paper and exporter of timber products and ply wood. Revenue at Segezha Group increased by 28.7% in 2016 as a result of increased production capacity, expansion of paper sack sales to new markets and consolidation of Lesosibirsk LDK No. 1, which delivered strong operational and financial performance for the year, contributing RUB 5.7 billion in revenue. Steppe is a diversified agricultural holding operating in Russian Federation. In 2016, Steppe s revenue increased four-fold, primarily driven by both M&A and organic growth saw a record harvest of 1.04 million tonnes of grain. The significant increase in the gross harvest was achieved thanks to the acquisition of additional land as well as implementation of agricultural technologies and improved execution discipline. Milk output increased by 20% thanks to a 13% year-on-year expansion of the herd to 3,700 cows and increased productivity. A landmark event for the dairy segment in 2016 was regulatory approval to export to European Union markets based on an assessment that Steppe s milk meets EU standards. In 2016, Steppe planted 150 hectares of new high-density orchards, which will be fully operational in Fruit yields increased by 5% in 2016 to 42.1 tonnes per hectare. 44

45 Total tomato and cucumber production rose by 22% in 2016 to 45,800 tonnes as a result of an increase in greenhouses area under cultivation and an increase in yields from 31.6 kilograms per square metre in 2015 to 35.1 kilograms per square metre in In May 2016, an additional 110,000 hectares of land in the Stavropol and Rostov regions were acquired and included in the 2016 harvest. The production of grain by new assets increased 65% as compared to At the end of 2016, Steppe acquired an additional 68,000 hectares of land and is currently integrating them into its business. Cost of sales Cost of sales increased by RUB 14,430 million, or 25.2%, from RUB 57,247 million in the year ended 31 December 2015 to RUB 71,677 million in the year ended 31 December 2016 following the reasons discussed in revenue section above. Selling, general and administrative expenses Selling, general and administrative expenses increased by RUB 2,705 million, or 20%, from RUB 13,534 million in the year ended 31 December 2015 to RUB 16,239 million in the year ended 31 December 2016 due to acquisitions at Segezha Group and Steppe. Depreciation and amortisation Depreciation and amortisation increased by RUB 3,536 million, or 66,1%, from RUB 5,347 million in the year ended 31 December 2015 to RUB 8,883 million in the year ended 31 December 2016 mainly due to growth in capital expenditures and acquisition. Segment operating income/(loss) For the reasons discussed above, our other operating segments, in aggregate, recorded an operating income of RUB 16,274 million in 2016 as compared to loss RUB 272 million in

46 Liquidity and Capital Resources Sistema PJSFC and its subsidiaries use a variety of sources to finance operations, both external and internal. In addition to net cash provided by operations, short- and long-term borrowings to fund capital expenditures and strategic investments are used. Short- and long-term funding sources may change with time, but currently include notes issued in the international and Russian capital markets and credit facilities with international and Russian banks, denominated both in rubles and foreign currencies. We expect to repay all long-term debts as they become due from our operating cash flows, including distributions received from subsidiaries, or through re-financings. See Note to our Financial Statements for a description of our indebtedness. Dividend policy When determining the recommended dividend, Sistema's Board of Directors is guided by the dividend policy approved in April The policy states that the recommended total dividend for each reporting year will be, at a minimum, the higher of either an amount equivalent to a dividend yield of 4% per Sistema ordinary share or RUB 0.67 per Sistema ordinary share. The Board of Directors calculation of the average dividend yield on Sistema s ordinary shares shall use the weighted average price of one ordinary share of the Company traded on the Moscow Exchange in the relevant reporting period: full year or six months. On the 1 April 2017 Board of Directors recommended that the AGM approve a final dividend for the 2016 financial year of RUB 7.8 billion. As a result, the total amount of the interim and final dividends paid for 2016 will be RUB 11.5 billion, which is equivalent to a dividend yield of 6% based on the weighted average price of Sistema s shares in Sistema will seek to distribute dividends twice per year, based on its results for the first nine months and the full year (previously for the first six months and the full year). Interim dividends paid based on the financial results for the first nine months of the reporting year will be included in calculations of the total recommended amount of dividends for the reporting year. To calculate the dividend yield per ordinary share of Sistema for each reporting year, the Board of Directors will use the weighted average price of one ordinary share of Sistema on Moscow Exchange for the same reporting year. Employee share based plans In 2016 and 2015 the Company s Board of Directors established two-year motivational programs for senior and mid-level management. Participants of the programs, upon fulfilment of certain performance conditions and subject to continuing employment with the Group, are granted ordinary shares in the Company. As a result, the Group recognised an expense of RUB 2,522 million and RUB 2,866 million in the consolidated statements of profit or loss for 2016 and 2015, respectively. The fair value of awards granted was measured based on the fair value of the Company s ordinary shares. The awards are equity-settled and are recognised in additional paid-in capital. 46

47 Cash Flows A summary of our cash flows is presented in the table below for the periods indicated: Cash flows Year ended 31 December (Amounts in millions of Russian Rubles) Net cash provided by operating activities 104, ,072 Net cash used in investing activities (64,035) (180,244) Net cash (used in)/provided by financing activities (90,100) 31,947 Effect of foreign currency translation on cash and cash equivalents (13,135) (3,270) Impairment of cash and cash equivalents - (1,697) Net (decrease)/increase in cash and cash equivalents (62,585) 2,808 Net cash provided by operating activities Net cash provided by operating activities in the reporting year decreased by RUB 51,387 million, or 32.9% from RUB 156,072 million in the year ended December 31, 2015 to RUB 104,685 million in year ended December 31, The decrease was mainly caused by changes in working capital by RUB 40,606 million and by the increase in interests paid in 2016 by RUB 11,487 million. Net cash used in investing activities Net cash used in investing activities decreased from RUB 180,244 million in the year ended 31 December 2015 to RUB 64,035 million in the year ended 31 December 2016 by RUB 116,209 million, or 64.5%. The change was resulted mainly from the decrease in the Group s capital expenditures by RUB 16,345 million, or 11.7%, as well as the cash inflow from the funds where we had the solid placements of longterm deposits, short-term deposits and other financial assets in Net proceeds from financial longterm assets increased by RUB 42,664 million, while net proceeds from financial short-term assets grew by RUB 71,127 million. Net cash used in financing activities In the reporting year, net cash outflow used by the Group in financing activities amounted to RUB 90,100 million as compared to the previous year cash inflow of RUB 31,947 million. Such dynamics is due to net payment on borrowings of RUB 39,162 million in 2016, whereas in 2015 there was the net proceeds from borrowings RUB 48,128 million. Above this, there were transactions with non-controlling interests in 2016 RUB 26, 816 million (in particular, payments to Rosimushchestvo at the amount of RUB 15,718 million and payment for Mikron shares under put options agreement at the amount of RUB 4,800 million). There was the cash inflow of RUB 6,706 million under credit guarantee agreement related to foreign-currency hedge by MTS in 2015 and proceeds from sale of 23.1% of Detsky mir to the Russia- China Investment Fund for RUB 9,750 million as well as lower volume of transactions with noncontrolling interests. Working Capital Working capital is defined as current assets less current liabilities. As at 31 December 2016, the Group s current liabilities exceeded its current assets by RUB 60,976 million. The Group believes that it generates sufficient operating cash flows and adequate funding is available to fulfil the Group s short-term obligations, if needed, including unused credit facilities of RUB 186,542 million and long-term deposits of RUB 27,274 million available for withdrawal. 47

48 Capital Requirements Sistema PJSFC and each of its subsidiaries require funding to finance the following: Capital expenditures, which consist of purchases of property, plant and equipment and intangible assets; Acquisitions; Repayment of debt; Changes in working capital; General corporate activities, including dividends; Potential payments of obligations under other contractual obligations. We anticipate that capital expenditures, acquisitions and repayment of long-term debt will represent the most significant uses of funds for several years to come. Our capital expenditures in the years ended 31 December 2016 and 2015 were RUB 122,878 million and RUB 139,223 million, respectively. We expect to continue to finance most of our capital expenditure needs through our operating cash flows, and to the extent required, additional indebtedness, such as borrowings or additional capital raising activities. In addition to our capital expenditures, we spent RUB 26.8 billion and RUB 3.5 billion in the years ended 31 December 2016 and 2015 respectively on acquisitions of non-controlling interests in existing subsidiaries. See Note and 9 of the Financial Statements for further description of our acquisitions. As of 31 December 2016 and 2015 short-term debt equaled RUB 83,109 million and RUB 142,657 million respectively. As of 31 December 2016 and 2015, short-term debt accounted for 17% and 26%, respectively, of our overall debt. Capital Resources We plan to finance our capital requirements through operating cash flows and financing activities, as described above. Cash As of 31 December 2016 and 2015 we had cash and cash equivalents of RUB 60,190 million and RUB 122,775 million. Loans and Borrowings As of 31 December 2016, our indebtedness consisted mainly of bank loans, corporate bonds and other financial institutions. Total indebtedness as of 31 December 2016 was RUB 478,126 million, consisting of RUB 395,017 million in long-term debt, RUB 83,109 million in short-term loans payable. The table below sets forth our loans from banks and financial institutions as of 31 December

49 Interest rate (actual at 31 December 31 December 31 December Maturity 2016) USD-denominated: Calyon, ING Bank N.V, Nordea Bank AB, Raiffeisen Zentralbank Osterreich AG LIBOR 6m+1.15% 25,394 39,449 China Development Bank LIBOR 6m+3.15%; 1.92% 9,099 21,026 Citibank LIBOR 6m+0.9% 12,812 17,511 Bank of China % % - 10,391 VTB LIBOR 3m+7.5% - 4,032 Skandinavska Enskilda Banken AB 2017 LIBOR 6m+0.225% - 1.8% 1,163 3,938 Other 3, ,791 96,622 EUR-denominated: Credit Agricole Corporate Bank and BNP Paribas VTB EURIBOR 6m+1.65% EURIBOR 6m+6.2% 876 1,639-1,076 ING Bank % 9,190 Other 823 1,466 10,889 4,181 RUB-denominated: Sberbank %-17.75% 180, ,363 VTB %-19.70%; CBR+2.02%- 4.80% (12.02% %) 37,943 24,753 49

50 Gazprombank % % 4,819 11,187 Expobank %-14.50% 3,000 3,500 Alfa Bank %-13.45% 10,210 4,970 Other 20,451 12, , ,552 Other currencies 4,574 5,369 Total bank loans 323, ,724 50

51 As of 31 December 2016 and 2015, the Group s notes consisted of the following: 31 December 31 December Currency Interest rate MTS International Notes due 2023 USD 5.00% 28,217 33,908 MTS International Notes due 2020 USD 8.63% 18,537 42,238 Sistema International Notes due 2019 USD 6.95% 25,067 32,027 Sistema PJSFC Bonds due 2016 RUB 8.75% - 13,896 Sistema PJSFC Bonds due 2018 RUB 12.70% 10,000 10,000 Sistema PJSFC Bonds due 2030 RUB 17.00% - 8,206 Sistema PJSFC Bonds due 2027 RUB 9.90% 9,949 - Sistema PJSFC Bonds due 2026 RUB 9.80% 6,200 - Sistema PJSFC Bonds due September 2025 RUB 12.50% 5,000 5,000 MTS Notes due 2031 RUB 9.40% 9,986 - MTS Notes due 2023 RUB 8.25% 9,984 9,971 MTS Notes due 2017 RUB 8.70% 9,995 9,637 MTS Notes due 2020 RUB 9.25% 1,448 2,110 MTS Notes due 2016 RUB 8.75% - 1,788 Sistema PJSFC Bonds due October 2025 RUB 10.90% 1,700 1,700 Other 2,218 1,274 Total notes 138, ,755 The following table presents the aggregate scheduled maturities of debt outstanding as of 31 December 2016: <1 year 1-2 years 2-3 years 3-4 years 4-5 years 5+ years Borrowings 83, , ,419 70,690 31,334 66,982 51

52 Commitments and Contingencies For a detailed discussion of our commitments and contingencies, see Note 38 of our Financial Statements. Capital commitments A capital commitment is a contractual obligation to make payment in the future, mainly in relation to buy assets such as network infrastructure. These amounts are not recorded in the consolidated statement of financial position since the Group has not yet received goods or services from suppliers. At 31 December 2016, the Group had capital commitments of RUB 31,815 million (31 December 2015: RUB 31,594 million) relating to the acquisitions of property, plant and equipment. Operating lease commitments The Group enters into various agreements to lease space for telecommunications equipment, transmission channels, mobile towers, retail outlets and offices. The leases have various terms and renewal rights, none of which is individually significant to the Group. Future minimum lease payments under non-cancellable operating leases comprise: Payments due in , , , , ,126 Thereafter 16,748 Total 90,708 Commitments on loans and unused credit facilities As of 31 December 2016, MTS Bank had RUB 6,891 million of commitments on loans and unused credit facilities available to its customers (31 December 2015: RUB 5,064 million). Guarantees At 31 December 2016, MTS Bank guaranteed loans for several companies which totalled RUB 3,921 million (31 December 2015: RUB 5,423 million), including related parties of RUB 234 million (31 December 2015: RUB 589 million). These guarantees would require payment by the Group in the event of default on payment by the respective debtor. Such guarantee contracts issued by the Group are initially measured at their fair values and are subsequently measured at the higher of the amount of the obligation under the contract, as determined in accordance with IAS 37, and the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with the revenue recognition policies. Telecommunication licenses In 2012, the Federal Service for Supervision in the Area of Communications, Information Technologies and Mass Media allocated MTS the necessary license and frequencies to provide LTE telecommunication services in Russia. Under the terms and conditions of the LTE license, MTS is obligated to fully deploy LTE networks within seven years, commencing from 1 January 2013, and deliver LTE services in each population center with over 50,000 inhabitants in Russia by Also, MTS is obligated to invest at least RUB 15 billion annually toward the LTE roll-out until the network is fully deployed. In May 2007, the Federal Service for Supervision in the Area of Communications, Information Technologies and Mass Media awarded MTS a license to provide 3G services in Russia. The 3G license was granted subject to certain capital and other commitments. In March 2015, upon winning a tender, MTS-Ukraine, a subsidiary of MTS, has acquired a nationwide license for the provision of UMTS (3G) telecommunications services. The license with the cost of UAH 2,715 million (RUB 6,015 million at the acquisition date) has been granted for 15 years. In accordance with the terms of the license MTS-Ukraine is required provide coverage across Ukraine by April

53 In accordance with the terms of the license, MTS-Ukraine also concluded agreements on the conversion of provided frequencies with the Ministry of Defense of Ukraine, Ministry of Internal Affairs of Ukraine and State Service of Special Communications and Information Protection of Ukraine. As of 31 December 2015, MTS-Ukraine has paid UAH 358 million (RUB 865 million as of the payment date) for the conversion of frequencies and is liable to pay UAH 267 million (RUB 596 million as of 31 December 2016) adjusted for the rate of inflation in the years Management believes that as of 31 December 2016 the Group complied with the conditions of the aforementioned licenses. Restriction on transactions with the shares of BPGC In 2014, in the course of litigation, which the Group is not a party to, the court imposed restrictions on transactions with the shares of BPGC owned by the Group. The restrictions do not limit the Group s voting rights, rights to receive dividends or any other shareholders rights. Taxation Laws and regulations affecting business in the Russian Federation continue to change rapidly. Management s interpretation of such legislation as applied to the activity of the Group may be challenged by the relevant regional and federal authorities. Recent events suggest that the tax authorities are taking a more assertive position in their interpretation of the legislation and assessments and as a result, it is possible that transactions and activities that have not been challenged in the past may be challenged. Fiscal periods generally remain open to tax audit by the authorities in respect of taxes for three calendar years preceding the year of tax audit. Under certain circumstances reviews may cover longer periods. Management believes that it has provided adequately for tax liabilities based on its interpretations of tax legislation. However, the relevant authorities may have different interpretations, and the effects on the financial statements could be significant. Where uncertainty exists, the Group has accrued tax liabilities as management s best estimate of the probable outflow of resources which will be required to settle such liabilities. As of 31 December 2016, provisions for additional taxes and customs settlements comprised RUB 1,213 million (31 December 2015: RUB 1,076 million). The Group also assesses the following contingent liabilities in respect of additional tax settlements: December 31, 2016 December 31, 2015 Contingent liabilities for additional taxes other than income tax 1, Contingent liabilities for additional income taxes 3, In 2015, amendments were introduced into the Russian tax legislation in respect of taxation of profit of controlled foreign companies. According to these changes, undistributed profits of the Group foreign subsidiaries, qualifying as controlled foreign companies, should be included in the income tax base of the controlling entities in particular cases. The management of the Group does not expect any significant effect of these changes on the consolidated financial statements of the Group. Legal proceedings In the ordinary course of business, the Group is a party to various legal proceedings, and subject to claims, certain of which relate to the developing markets and evolving regulatory environments in which the Group operates. At 31 December 2016, management estimates the range of possible losses, if any, in all pending litigations or other legal proceedings being up to RUB 8,722 million. 53

54 Credit Ratings Our credit ratings impact our ability to obtain short- and long-term financing, and the cost of such financing. In determining our credit ratings, the rating agencies consider a number of factors, including our operating cash flows, total debt outstanding, commitments, interest requirements, liquidity needs and availability of liquidity. Other factors considered may include our business strategy, corporate governance, the condition of our industry and our position within the industry. Although we understand that these and other factors are among those considered by the rating agencies, each agency might calculate and weight each factor differently. The credit ratings of PJSFC Sistema, MTS, Detsky mir and MTS-Bank as of 18 April 2017 were as follows: Name of issuer Rating Agency Date of Rating Rating Outlook Sistema S&P 24 July 2015 BB Stable Sistema Fitch 20 May 2016 BB- Stable MTS S&P 21 March 2017 BB+ Stable MTS Fitch 20 May 2016 BB+ Stable Detsky mir S&P 21 March 2017 В+ Stable MTS-Bank Fitch 10 March 2017 B+ Stable Market Risks We are exposed to a variety of market risks, including foreign currency risk, interest rate risk, credit risk and liquidity risk. We actively seek to minimize the potential adverse effects of these risks on our financial performance, and, in particular, use derivative instruments, including swap, forward and option contracts to manage foreign currency and interest rate risks. We do not use derivatives for trading purposes. Interest Rate Risk Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect finance costs. The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings and by conducting certain hedging activities. For more information see Notes 32, 33 of our Financial Statements. As of 31 December 2016, approximately RUB 123,110 million, or 26% of our total indebtedness was variable interest rate debt, while RUB 355,009 million, or 74% of our total indebtedness was fixed interest rate debt. For indebtedness with variable interest rates, the table below presents principal cash flows and related weighted average interest rates by contractual maturity dates as of 31 December

55 Indebtedness Currency Thereafter Total Annual interest rate (Actual interest rate at December 31, 2016) (amounts in millions of RUB) Variable debt Sberbank RUB 12,000 12,000 12,000 14,497 50, % Skandinavska Enskilda Banken AB Skandinavska Enskilda Banken AB USD % USD % LBBW EUR % Credit Agricole Corporate Bank and BNP Paribas EUR % Citibank USD 1,808 1,808 1,808 1,808 1,808 4,519 13, % Calyon, ING Bank N.V, Nordea Bank AB, Raiffeisen Zentralbank Osterreich AG USD 7,566 7,566 6,055 4,543 25, % Unicredit RUB 1,325 1,325 16% Unicredit EUR % Gazprombank RUR % VTB RUR ,400 1,391 15,457 19,196 13% China Development Bank USD 9,099 9,099 10% Total variable debt 12,615 21,879 20,748 19,751 27,322 20, ,110 Credit Risk Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group is exposed to credit risks on cash and cash equivalents, deposits, derivatives and certain other financial instruments with financial institutions, loans and receivables carried at amortised cost and debt securities. Financial assets with financial institutions The Group maintains mixture of cash and cash equivalents, deposits, derivatives and certain other financial instruments with financial institutions. These financial institutions are located in different geographical regions and the Group s policy is designed to limit exposure to any one institution. As part of its risk management processes, the Group performs periodic evaluations of the relative credit standing of the financial institutions. Bank loans to customers and interbank loans due from banks MTS Bank performs daily monitoring of future expected cash flows on clients and banking operations, which is a part of assets/liabilities management process. The credit risk exposure is monitored on a regular basis to ensure that the credit limits and credit worthiness guidelines established by the MTS Bank s risk management policy are not breached. 55

56 The Group structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower, or group of borrowers, and to geographical segments. Other loans and receivables carried at amortised cost Concentrations of credit risk with respect to loans and trade receivables are limited given that the Group s customer base is large and unrelated. Management believes there is no further credit risk provision required in excess of the normal provision for bad and doubtful receivables. The carrying amount of our financial assets represents our maximum credit exposure. The following table sets forth the maximum exposure to credit risk as at the periods indicated: Year ended 31 December (Amounts in millions of Russian Rubles) Cash and cash equivalents 60, ,775 Short term financial assets 62,588 78,020 Accounts receivable, net 60,888 74,276 Deposits in banks 36, ,813 Long-term financial assets 100, ,236 Total 320, ,120 Liquidity Risk Liquidity risk is the risk that we will not be able to settle all liabilities as they become due. Our approach to managing liquidity is to ensure, as far as possible, that we will always have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Our liquidity in the future will primarily depend on our ability to maintain adequate cash flows from operations to meet our debt obligations as they become due, on our ability to obtain adequate external financing to meet our committed future capital expenditures and on the extent to which we will be obligated to make payments under certain judgments and other contractual obligations. Our operating cash flows could be adversely affected by numerous factors beyond our control, including but not limited to, fluctuations in exchange rates and inflation, the price of acquisitions, the change in telecommunications tariffs, taxation, or increased competition. Our ability to obtain external financing depends on numerous factors, including but not limited to, our financial performance and creditworthiness as well as our relationships with lenders. 56

57 5. RISKS Description of main risk factors Sistema may face a variety of risks in the course of its business operations. They result from processes and factors that Sistema has little or no influence on. That said, the Corporation can take measures to reduce negative consequences of such factors in case a certain risk occurs. This makes efficient assessment of existing risks, the probability of their occurrence and their efficient management an important part of Sistema s strategy. The Corporation has introduced an integrated enterprise risk management (ERM) system based on international standards, recommendations and practices of risk management designed to provide a reasonable guarantee that the strategic goals will be achieved and to ensure that risks will be kept at a level acceptable to the shareholders and the management of the Corporation. Sistema s ERM system As part of quarterly ERM procedures, Sistema s risk managers compile separate risk registers for subsidiaries and a consolidated risk register for the Group, prioritise risks and aggregate them into portfolios, develop a risk map and analyse its key trends, analyse the impact that material risks have on the financial performance of specific subsidiaries and Sistema Group as a whole using simulation and financial modelling methods. To address the risks listed in the risk register of Sistema Group, the company has developed risk management (mitigation) and response plans covering specific mitigation measures to be taken. These plans are modified, adjusted and then approved by Sistema s Risk Subcommittee. Risk management reports are submitted for review to the relevant collective governance bodies at least once a quarter. Each risk management report contains a revaluation of risks, an assessment of the effectiveness of risk mitigation and response plans, and potential risk areas (areas requiring attention) identified for future periods. External risks Risks related to changes in the political and economic situation in Russia are material to Sistema, because most of the Corporation s business is conducted in the Russian Federation. Additionally, many of its subsidiaries operate in transitional economies, including Ukraine, Armenia, Belarus, Turkmenistan and India, and therefore are also exposed to material external risks. A significant portion of products produced by the Group s companies is sold in the CIS, Southeast Asia, Eastern Europe and North Africa. In case of any major political turmoil in these regions, the Group s business in the regions may be discontinued or put on hold, which may lead to material losses. Financial risks Sistema s business is inextricably connected to the state of the global economy and financial markets. In particular, it is sensitive to movements in prices of oil, gas, and other commodities that Russia exports. Weakening of the rouble against the US dollar and euro amid a slump in the oil prices, sanctions, and increased capital flight from Russia may result in a rise in costs and a decrease in revenues, or impede the achievement of financial targets and repayment of debt by Sistema subsidiaries. Any potential downturn or slowdown in Russia s economic growth can lead to a decrease in household incomes and consumer demand, which could have significant negative consequences for the results of operations and the financial position of all Sistema companies. 57

58 The exit of foreign investors from Russia, the downgrading of the sovereign credit rating by international rating agencies as well as restrictions introduced for foreign companies in Russia as a result of sanctions may have a negative impact on Sistema s joint ventures (partnerships) and new investment projects. Growing inflation may result in higher expenses and therefore put pressure on profit margins, and also affect domestic demand for products and services offered by Sistema companies. If sanctions are maintained and Russian banks and businesses access to foreign debt capital remains restricted in the medium term, this may significantly increase the current liquidity deficit in the market and result in further interest rate increases, making it difficult for Sistema to raise funding for its operations and to refinance the debt of the Corporation and its portfolio companies. An unfavourable macroeconomic environment in many countries where Sistema s assets operate may make it necessary to re-evaluate goodwill at some of the assets. Currency controls and restrictions on capital repatriation may adversely affect Sistema s business by posing barriers to capital flows and reduce the value of Sistema s investment in Russia. Potential bankruptcy of one or several Russian or foreign banks due to restricted access to financing may result in a reduction in sources of borrowing for the Corporation and portfolio companies and may lead to direct losses of funds deposited in the accounts of such banks. Political and social risks The significant influence of geopolitical risks on the Corporation and its portfolio companies has persisted over the reporting year as protectionism and economic sanctions are increasingly being used as tools for achieving geopolitical goals. The risks of inter-state conflicts remain substantial, both in terms of probability and in terms of potential effect on various areas of Sistema s activities. For example, insurance companies may set higher insurance premiums for Sistema or refuse to insure against specific risks, which may lead to worsening financial performance. Introduction of sanctions against Russia or Russian companies may result in disruptions in international payment systems, which in turn may prevent the Corporation and its portfolio companies from making settlements and thereby reduce Sistema s investment appeal. A potential rise in social unrest in regions where the Corporation operates may threaten its profits. The most pressing risks for Group s telecommunications business are geopolitical risks associated with a deterioration in the situation in Ukraine. The political crisis in Ukraine has led to a significant decrease in the growth rates of the telecommunications market, and continues to adversely affect the exchange rate of the national currency. Legal risks There is a risk of unpredictable court rulings and administrative decisions being passed with respect to the business of Sistema Group, which may have an adverse effect on the Group s business. This risk is caused by numerous factors, including: possible discrepancies and ambiguities in: (i) federal and other laws; (ii) bylaws issued by executive authorities of the states where Sistema Group operates; (iii) regional and local laws, rules and requirements; 58

59 gaps in legislation and lack of court and administrative guidelines to the interpretation of some laws, as well as conflicts between certain court guidelines and rulings; influence of political, social and other external factors on the judicial system; potential selective or arbitrary administrative decisions of government authorities. Gaps in the corporate and securities legislation and regulations in the markets where Sistema operates may create barriers to raising funds and impair the company s ability to manage, own and oversee the activities of portfolio companies. Lack of clarity about the applicability to Sistema s business of the Federal Law on the Procedure for Foreign Investment in Companies of Strategic Importance to National Defence and State Security and the regulations of the Customs Union of Russia, Belarus and Kazakhstan may have a negative impact on Sistema s business due to the fact that the Corporation has foreign shareholders. There is a risk of amendments to the laws of the countries where Sistema companies operate, due to potential changes in the laws and regulations governing international trade and investments that may be introduced by foreign states or international organisations. For instance, Russia s accession to the World Trade Organization may result in certain unpredictable legislative and other changes in the markets in which Sistema s companies operate. Since Russian corporate law provides for liability of shareholders for the obligations of its affiliates, Sistema may incur financial losses related to the liabilities of its portfolio companies. Minority shareholders of Sistema s subsidiaries may contest or vote against the Company s transactions, which may limit Sistema s capability to complete investment transactions and restructure businesses. If the Russian Federal Anti-Monopoly Service concludes that Sistema or one of its material subsidiaries has violated any of the existing anti-monopoly laws, this may result in serious administrative sanctions involving losses for the Corporation. The Federal Anti-Monopoly Service may also prevent the Corporation and its portfolio companies from closing and/or delivering on certain transactions, which may also limit Sistema s capacity to do investment deals and restructure businesses. Taxation Tax laws, regulations, and practices of the jurisdictions where Sistema s assets operate are intricate, opaque and prone to frequent modifications and ambiguous interpretations. If the Corporation s actions are interpreted as breach of tax law, this may produce an adverse effect on the business of Sistema Group. Russian law on transfer pricing may make it necessary to introduce adjustments to price-setting practices used at Sistema Group s companies and result in additional tax liabilities related to some transactions. On 1 January 2015, new rules were introduced relating to the taxation of undistributed profits of controlled foreign companies, the concept of a beneficiary owner and criteria to be used to establish tax residency of legal entities. Throughout , these rules were revised several times, with all the amendments having retroactive effect. As a result of the need to apply new taxation rules, the Group s companies may face tax liabilities arising due to the uncertainty around interpretation of tax law and lack of relevant precedents. Securities markets A deterioration of the geopolitical environment, the imposition of sanctions on Russian companies, a worsening of the macroeconomic environment and capital and investor flight from the Russian market led to a reduction in valuations of Russian companies in In view of these circumstances, 59

60 Sistema s access to investor funding through securities markets may be restricted further in the event of the imposition of sectoral sanctions against Russian companies in business segments where Sistema operates and/or due to investors taking a cautious approach to Russian companies in general. In particular, Sistema s ability to raise funding via bond issues may be limited, which is likely to lead to a lack of working capital and cash available for investment and affect the Corporation s financial performance. 2. Risks related to Sistema s activities Implementation of the business strategy The Corporation s strategy aims to develop a balanced and diversified asset portfolio in sectors and regions where Sistema has expertise and competitive advantages, while attracting leading international and Russian partners. Despite having a well-formulated strategy, Sistema cannot guarantee full or partial achievement of its established goals, efficient management of the portfolio companies, or benefits from new investment opportunities. Sistema s failure to achieve goals set in the strategy may undermine its financial results. The development of Sistema Group companies depends on numerous factors, including receipt of necessary permits from state authorities, sufficient demand from consumers, successful development of technologies, efficient risk and cost management, timely completion of R&D and introduction of new products and services. Weaknesses in any of these areas may have a detrimental effect on the development of Sistema Group companies and the Corporation s financial results. Acquisition, integration, disposal or restructuring of assets Sistema PJSFC implements its strategy via acquisitions, disposals, and restructuring of assets. New investment opportunities come with certain risks, including failure to find relevant targets or their not being available for acquisition, inadequate due diligence of the target company s operations and/or financial situation, and potential overvaluation of assets. These risks can also affect Sistema s financial performance. Acquisitions of assets may increase pressure on the cash position and create a need for raising external funding. Delays in the implementation of investment deals or failure to close them may obstruct the achievement of Sistema s strategic goals and affect its performance, financial position, and investment appeal. Sistema may struggle with building an efficient system for managing and controlling new assets. The top risks in this area include: inability to efficiently integrate operating assets and personnel of the acquired company; inability to establish and integrate necessary control mechanisms, including those related to logistics and distribution; conflicts between shareholders; hostility and/or unwillingness to cooperate on the part of the management and personnel of the acquired asset; loss of customers by the acquired asset. If any of the above risks materialise, the relevant asset may lose part of its value and/or experience a deterioration in financial performance. When disposing of its assets the Corporation may face the following risks: delays in closing or failure to close the deal due to inability to obtain corporate or state approvals; 60

61 mistakes in asset valuation; assuming excessive obligations towards the buyer; loss of synergies with other assets staying in the portfolio. If one or several of the specified risks materialise, the Corporation may lose potential profit and thus see an impact on its financial performance. Management and key personnel The implementation of Sistema s strategy in many respects depends on the efforts and professionalism of the management team. Failure to hire a sufficiently competent and motivated management team can jeopardise Sistema s business, performance, financial position, and development prospects. Cash flows from subsidiaries and affiliates The Corporation s financial performance depends on the ability of Sistema Group companies to generate cash flows needed to service its financial liabilities, including repayment of debt and interest, and to make other investment activities in the future. Such cash-generation capacity may be restricted due to regulatory, tax or any other barriers, which may have an adverse effect on the financial position and liquidity of the Corporation. Overdependence on MTS Sistema s financial results in many respects depend on the success of its core asset, MTS. Therefore, any deterioration in the financial performance of MTS may have a negative impact on Sistema s financials. Any events damaging to the business of MTS may also negatively influence the current state of Sistema s business and its future prospects and worsen financial figures. Borrowings Cash flows from portfolio companies may be insufficient to absorb all of the Corporation s investments scheduled for a particular time. This can make it necessary to borrow funds and thus slow down the implementation of Sistema s strategy. Loan covenants Loan and debt securities agreements signed by Sistema and its portfolio companies contain certain restrictive covenants. These covenants restrict further borrowings, encumbrance of property with pledges, sale of assets, and transactions with affiliates. They may also restrict certain aspects of Sistema s operations, such as financing of capital expenses, or limit its capacity to repay debts and service other liabilities. Breach of covenants, however inadvertent, may entitle creditors of the Corporation and/or its portfolio companies to demand early repayment of loans, which is a threat to the Corporation s financial performance. Licenses and permits Operations of Sistema Group s companies are regulated by different government bodies and agencies issuing and renewing licenses, approvals and permits, and also depend on applicable laws, regulations and standards. Regulating authorities to a large extent rely on their own judgment when interpreting and implementing legal requirements, issuing and extending licenses, approvals and permits, and monitoring compliance with such licenses. There is no guarantee that existing licenses and permits, including those issued to the Group s companies, will be extended, that new licenses and permits will be issued, or that the companies will be able to comply with the terms of such licenses. There is no guarantee either that 61

62 existing or future licenses or permits will not be suspended or revoked on some grounds. Any of these circumstances can have material negative consequences for Sistema s business. Privatised companies Sistema s portfolio contains several privatised assets including MGTS, VAO Intourist, BPGC, RTI, and several other businesses in the technology and agricultural sectors. Some of Sistema s subsidiaries own privatised assets. It is also probable that the Corporation and/or its portfolio companies will take part in privatisations in the future. Since Russia s privatisation-related legislation remains somewhat unclear and inconsistent and contradicts some other provisions of law (e.g., there are contradictions between federal and regional provisions on privatisation), privatisation of companies or assets can potentially be contested, however selectively. If the legitimacy of privatisation of a company or an asset is contested and Sistema or its portfolio company is unable to defend its position in the dispute, Sistema may lose its ownership stakes in the relevant company or its assets, which may have a material negative impact on the business, financial situation, performance and growth prospects of the Corporation. Anti-corruption rules The operations of Sistema and its portfolio companies are regulated by the anti-corruption laws of relevant jurisdictions, including Russian law, the UK Bribery Act and/or the US Foreign Corrupt Practices Act (FCPA). Any investigation into potential violations of the FCPA, UK Bribery Act or other anti-corruption laws of the US, UK, or other jurisdictions may affect Sistema s reputation, business, financial situation and performance. Competition All business segments where Sistema operates are open to competition. Telecom, high-tech, banking, retail, tourism, private healthcare, pharma, property development, forestry and agricultural markets in Russia and elsewhere are highly competitive. Any inability on the part of Sistema s companies to compete efficiently may have a material negative impact on Corporation s business, performance, financial situation or growth prospects. Brand quality and reputation Developing and maintaining brand awareness for the Group s companies is crucial to shaping the public opinion about their existing and future products and services. Sistema believes that company brand becomes increasingly vital in highly competitive markets. Successful development and improvement of brand awareness depends in large part on the efficiency of marketing and ability to provide quality products and services at competitive prices. Effort and money spent on brand development may prove greater than incomes they yield, which means potential financial losses for the Group companies. Risk appetite One of the key principles of risk management in Sistema Group is the use of risk appetite. This approach implies identifying and monitoring of the Corporation s target risk profile in accordance with its strategic goals and in the context of their integration into risk management procedures. Sistema Group s risk appetite determines the level of risks acceptable for the shareholders, and includes the following basic provisions: The amount of potential losses under the risks accepted by Sistema should not reach a level leading to the termination of the Group s operations, including under stressed conditions; 62

63 The structure of cash flows of Sistema companies should guarantee the timely fulfilment of obligations to customers in the short and long term; In its operations, Sistema aims to avoid an increased concentration of risk by counterparties, industries, and countries/regions; Sistema s companies must comply with the requirements of national regulators of their countries of operation, and the standards and recommendations of international bodies; Sistema s companies should maintain an impeccable business reputation and avoid actions that could undermine it; Sistema s companies should maintain and improve their external individual credit ratings issued by international rating agencies. 63

64 6. CORPORATE GOVERNANCE SYSTEM Corporate governance principles High quality corporate governance and informational transparency are key principles underpinning Sistema s investment strategy. The Corporation aims to match the highest international standards of corporate governance and informational transparency, while supporting effective managerial decisionmaking, to increase Sistema s long-term appeal for investors. Sistema s corporate governance system is based on the following principles: transparency of management processes for investors and partners; a predictable and progressive dividend policy; a professional Board of Directors that is actually involved in strategic planning, management and supervision of business processes; development of and compliance with investment decision-making procedures; particular focus by the Board of Directors on related-party transactions and conflicts of interest; continuous development of corporate governance at Sistema Group companies. Sistema is guided by these principles in all of its activities, including strategic and financial management, HR and social policy, preparation of financial statements, control and audit, and risk management. These principles are paving the way for strengthening the Corporation s investment case. In accordance with Russian law and international best practice, the Corporation s Charter and internal regulations underpin its corporate governance principles and procedures, as well as the composition, procedures and powers of its governance and control bodies. Sistema s Corporate Governance and Ethics Code sets out the additional commitments of the Corporation, its senior management and employees regarding social responsibility, transparency and ethical business principles. In its corporate governance practices Sistema abides by the Corporate Governance Code recommended by the Bank of Russia (Letter of the Bank of Russia No /2463, 10 dated April 10, 2014), the guidelines set out in the UK Corporate Governance Code 11 and Moscow Exchange s Listing Rules. In accordance with its Charter, Sistema s key corporate governance bodies are the: General Meeting of Shareholders; Board of Directors; President; Management Board. 10 Available here: 11 Available here: 64

65 6.1. General Meeting of Shareholders Principles of operation In line with the Federal Law on Joint-Stock Companies and Sistema s Charter, the General Meeting of Shareholders is the Corporation s supreme governance body. Its activities and authority are governed by Russian legislation on joint-stock companies, the Corporation s Charter and the Terms of Reference of the General Meeting of Shareholders. All materials for general meetings of shareholders are made available to shareholders in Russian and in English and are published on Sistema s website ( Shareholders are notified of forthcoming meetings and are sent ballot papers for voting. Over the past four years ( ) general meetings of shareholders have been held at Sistema s head office. Observance of shareholders rights Participation in general meetings of shareholders and voting on agenda items Sistema aims to fully guarantee shareholders right to participate in the running of the Corporation through participating in general meetings of shareholders and voting on agenda items, as well as the right to receive a share of profits as dividends. To secure shareholders right to take part in general meetings in accordance with the Corporation s Charter, a notice of the general meeting of shareholders and ballot papers are circulated to all shareholders at least 30 days before the meeting. All materials for the meeting are made available to shareholders in Russian and in English and are published on Sistema s website ( and Notices of general meetings of shareholders, ballot papers and all other materials are also sent to nominal shareholders in electronic form. Ballot papers may be completed by shareholders in advance and mailed to Sistema (to the address specified in the ballot paper) before the meeting. Votes of shareholders who cast their ballots in this way will be counted during the main vote count. Shareholders are also allowed to vote in electronic form (provided that their depositary offers this service). GDR holders may vote on agenda items by proxy vote in accordance with the established procedure via a depositary bank servicing Sistema s GDR programme. In 2016, Sistema s depositary bank was Citibank, N.A. More information on the depositary bank and voting procedures is available here: Votes of GDR holders for whom the depositary bank holds information are collected by the depositary bank via clearing systems and are included in the general ballot, along with all votes cast for and against proposed draft resolutions, as well as indicted abstentions. Shareholders can also attend general meetings in person or participate through a representative and vote on agenda items directly at the meeting (if the meeting is held with in-person attendance). Voting results from in-person meetings are announced before the end of the meeting, and are also made available to shareholders on the Corporation s website one day after the meeting minutes have been compiled. Shareholders access to the Corporation s documentation An important guarantee of shareholders right to participate in the running of the company is the right to access documents that the Corporation is obliged to keep by the Federal Law on Joint-Stock Companies. To exercise this right, shareholders can send a written request to the Corporate Secretary asking for access to the documents they wish to see. After the time for providing the documents is agreed upon, the documents will be provided to the shareholder. Shareholders granted access to confidential documents undertake a written non-disclosure obligation, in order to safeguard the rights of all the Corporation s 65

66 shareholders. Shareholders who require copies of documents bear the Corporation s costs (RUB 10 per page). Proposing agenda items for the general meeting of shareholders, and nominating candidates to the Corporation s governance bodies Owners of significant stakes (at least 2% of Sistema s authorised capital) have the right to make proposals for the agenda of the general meeting of shareholders and to nominate candidates to the Corporation s governance and control bodies 12. Proposals for the agenda of the Annual General Meeting of shareholders (AGM), including any notes attached thereto in accordance with the Terms of Reference of the General Meeting of Shareholders of Sistema PJSFC and other internal regulations of the Corporation, are accepted in writing within 100 days after the end of the financial year. 13 Candidates nominated by shareholders to governance and control bodies are provisionally reviewed by the Board s Nomination, Remuneration and Corporate Governance Committee. Results of general meetings of shareholders held in 2016 On 25 June 2016, the AGM: I. approved the annual report and financial statements for 2015; II. distributed dividends for the full year 2015 of RUB 6,465,500,000.00, or RUB 0.67 per ordinary share; III. elected the Board of Directors and Audit Review Commission; IV. approved the Corporation s external auditors; V. approved the revised Charter and Terms of Reference of the Board of Directors. The AGM was attended by the shareholders together holding 79% of votes. Dividend policy To ensure shareholders right to receive a share of the Company s profits in the form of dividends, the Corporation announces the amount of dividends recommended by the Board of Directors and the record date in advance. As a result, shareholders are able to take informed decisions with respect to disposing of their shares. To determine the recommended amount of dividends payable for , the Board of Directors followed the dividend policy approved in October Under the policy, the amount of dividends payable was to be at least 10% of Sistema Group s net income generated during the previous financial year to International Financial Reporting Standards and at least 10% of net cash income generated by the Corporation s investment transactions over the same period (special dividend). In 2016, Sistema s Board of Directors approved a revised dividend policy. In line with the new policy, total dividends recommended for each reporting year will be, at a minimum, the higher of either an amount equivalent to a dividend yield of at least 4%, or RUB 0.67 per ordinary share. The Corporation also set itself the goal of paying dividends twice a year: for the first half of a reporting year and for a full reporting year. This approach enables Sistema to pay predictable dividends, ensuring transparency of the procedure for determining the amount of dividend payouts and strengthening the Corporation s investment case. In accordance with the new Dividend Policy, the Board of Directors in August 2016 recommended payment of an interim dividend for the first half of Holders of 10 and more % of the Company s voting shares also have the right to request that an Extraordinary General Meeting of shareholders (EGM) be convened. 13 In the event an EGM is conducted with its agenda containing an item on election of the Board of Directors, holders of sufficient blocks of shares are entitled to nominate candidates to the Board of Directors. Proposals to this effect must be received by the Company no later than 30 days before the date of such a meeting. 66

67 On 23 September 2016, an EGM approved payment of RUB 3,667,000,000 in dividends, or RUB 0.38 per ordinary share. The EGM was attended by shareholders together holding 77.8% of voting rights. In 2016 the Corporation paid dividends as follows: 1) For FY 2015: RUB 6,465,500,000 or RUB 0.67 per ordinary share (RUB per GDR), for a dividend yield of 3.8%. 2) For 6M 2016: RUB 3,667,000,000 or RUB 0.38 per ordinary share (RUB 7.60 per GDR), for a dividend yield of 4%. In April 2017, after the end of the reporting period, the Board of Directors made further amendments to the Dividend Policy and approved increases of minimum annual dividend yield to 6% from 4% and minimum dividend per share to RUB 1.19 from RUB This revised approach to distribution of dividends allows the Corporation to increase the total amount of dividends paid, thereby increasing shareholder returns and strengthening the Corporation s investment case. 67

68 6.2 Board of Directors The Board of Directors is a collective governance body in charge of oversight and strategic management. Under Sistema s Charter the Board s responsibilities include: supervising the operations of the Corporation in general; formulating strategic and financial development plans; determining investment principles and criteria; assessing the performance of the management team; setting the principles of corporate governance; approving transactions in accordance with applicable legislation and the Corporation s internal regulations. Composition of the Board of Directors The Board of Directors effective as of 31 December 2016 was elected at the Company s AGM on 25 June Independent members of the Board of Directors form a majority (55%). composition of the Board of Directors from 1 January to 25 June 2016, (elected on 27 June 2015) 1 Vladimir Evtushenkov (Chairman) Sergey Boev (Deputy Chairman) Brian Dickie 15 Andrey Dubovskov composition of the Board of Directors from 25 June to 31 December 2016, (elected on 25 June 2016) Vladimir Evtushenkov (Chairman) Sergey Boev (Deputy Chairman) Andrey Dubovskov Felix Evtushenkov Felix Evtushenkov Patrick Clanwilliam 15 Dmitry Zubov Robert Kocharyan 16 Patrick Clanwilliam 17 Jeannot Krecké 15 Robert Kocharyan 15 Peter Mandelson 15 Jeannot Krecké 15 Roger Munnings 15. Peter Mandelson 15 Mikhail Shamolin. Roger Munnings 15 David Iakobachvili 15. Mikhail Shamolin. David Iakobachvili 15 In 2015, the general meeting of shareholders approved a reduction in the number of Board members from 13 to 11. The main change from the corporate year is that Brian Dickie and Dmitry Zubov left the Board. Meetings of the Board of Directors Board meetings are held regularly in compliance with the adopted annual Board work plan, which developed based on Sistema s strategic planning and reporting cycle. In 2016, the Board of Directors of Sistema PJSFC held 13 meetings: 8 scheduled in-person meetings and 5 unscheduled meetings in the form of a letter ballot (an absentee vote). In 2016, the Company s Board of Directors considered 101 agenda items, an 11% increase from the previous year: 15 Independent directors meeting the independence criteria of Moscow Exchange s Listing Rules. 16 In accordance with Moscow Exchange s Listing Rules the Corporation recognised Robert Kocharyan as independent. Information on this decision was disclosed on Sistema s website. 17 Patrick Clanwilliam was nominated to the Board of Directors by a group of minority shareholders. 68

69 Number of in-person meetings 8 8 Number of absentee votes 5 3 Number of items in accordance with the Board s work plan Actual number of items reviewed by the Board Over the reporting period the Board of Directors considered the following key items: 1) Sistema s development strategy. 2) Sistema s asset portfolio structure. 3) Sistema Group s strategic planning cycle. 4) Sistema s investment policy and priority investment areas in ) Development strategy, value creation and monetisation strategy of key portfolio assets in the following sectors: telecom; consumer (retail) including e-commerce; agricultural; forest products; banking; high-tech; real estate and development; healthcare; pharmaceuticals; power grids; hotels. 6) Sistema s results and performance against budget. 7) Budget planning, approval of Sistema s consolidated budget management KPIs for ) Functional strategies (for financial management and financial planning, investor relations etc). 9) Placement of securities (registration-exempt bonds). 10) Risk and opportunity management. 11) Report of the Internal Control and Audit Department. 12) HR issues, HR management and personnel motivation. 13) Assessment of corporate governance including the self-assessment results of the Board and its committees. 14) Sistema s corporate social responsibility. 15) Mandatory corporate procedures, including convening the AGM and developing the Board s work plan. 16) Composition of Board Committees and determining the status of Board members. 17) Approval of internal regulations. 18) Approval of transactions, including acquisition of equity stakes. Most agenda items at Board meetings in 2016 related to strategies of the Corporation and its portfolio companies, approval of transactions (including equity holdings in Sistema Group companies) and corporate governance. The Board of Directors focuses on considering new investment projects and building a portfolio strategy, including asset monetisation. In 2016 the number of items related to business strategies and investments increased by 25% from Preparation for Board meetings and attendance rates Procedures for Board meetings aim to use the time and experience of Board members efficiently, to enable them to take important decisions affecting the Corporation s strategic development. Agenda 69

70 materials are made available via the Board s electronic portal at least 10 days before each meeting, to give members enough time to form an informed opinion on all agenda items. Most agenda items (including approval of transactions) undergo a mandatory preliminary review at meetings of the Board s Committees. Board members meet with speakers on the agenda items and the Corporation s management at a business dinner the evening before each meeting, where they can get clarifications on all agenda matters. Board meetings usually have a high attendance rate. The average attendance in 2016 was 96%. Participation of Board members in meetings of the Board of Directors and its Committees in 2016 Board of Directors Strategy Committee Audit, Finance and Risk Committee Nomination, Remuneration and Corporate Governance Committee Ethics and Control Committee Investor Relations and Dividend Policy Committee Attendance V. Evtushenkov 12/ / S. Boev 13/13 6/12 6/7 3/3 6/7 - B. Dickie 19 6/ /3 3/4 - A. Dubovskov 13/13 10/ F. Evtushenkov 12/13 2/ /7 - D. Zubov 19 6/ /3 - - P. Clanwilliam 13/13-6/ /7 R. Kocharyan 13/13 6/12-6/6 7/7 - J. Krecké 13/13-12/ /7 P. Mandelson 11/13-4/7 2/3 1/3 - R. Munnings 13/13-13/13 6/6 7/7 7/7 M. Shamolin 13/13 12/ /7 D. Iakobachvili 12/13 5/12 12/13 5/6-7/7 Committees of the Board of Directors Sistema PJSFC has five committees of the Board of Directors: Strategy Committee; Audit, Finance and Risk Committee; Nomination, Remuneration and Corporate Governance Committee; Ethics and Control Committee; Investor Relations and Dividend Policy Committee; The main role of the Committees is to provide assistance to the Board in preparation and adoption of decisions in specific functional areas, as well as to ensure in-depth review of matters before they are brought forward for consideration by the Board of Directors. Meetings of the Committees (except the Strategy Committee) usually take place on the day preceding a full Board meeting. The Committees of the Board of Directors have broad procedural powers, and have the right (within their remit) to engage independent external experts and to obtain all necessary information from the executive 18 The first number denotes the number of meetings attended by the Board member, the second number stands for the total number of meetings the member could have participated in. 19 Member of Sistema s Board of Directors until 25 June

71 management of the Corporation, to use other resources of the Corporation, and to set tasks for the management of the Corporation. Functions of the Board Committees Name of the Committee Strategy Committee Audit, Finance and Risk Committee Nomination, Remuneration and Corporate Governance Committee Ethics and Control Committee Investor Relations and Dividend Policy Committee Functions of the Committee analysis of strategic issues related to Sistema Group management ; review of strategic planning methodology; consideration of M&A transactions and large investment projects. preparation and audit of the Corporation s financial statements; interaction with the Corporation s external auditors; assessment of the risk management system and compliance with the applicable legal requirements for financial reporting, audit and planning; preliminary appraisal of transactions submitted to the Board of Directors. preliminary review of candidates: for the Board of Directors of Sistema PJSFC; for the Boards of Directors of portfolio companies; for top management positions at the Corporation and its portfolio companies; for the position of the Corporation s Corporate Secretary; development of the Corporation s incentive and remuneration policies; improving the corporate governance systems of the Corporation and its portfolio companies, safeguarding shareholders interests and rights. corporate security; monitoring compliance with the requirements of the Corporation s Code of Ethics; corruption prevention system at the companies that make up Sistema PJSFC. maintaining effective relations with the financial community and government agencies, strengthening Sistema s investment case; developing Sistema s dividend policy, including the development of recommendations for the Corporation s Board of Directors with respect to the amount of dividends to be paid; protection of the rights and interests of Sistema s shareholders. Strategy Committee The Strategy Committee is an advisory body of the Board of Directors and is responsible for the mandatory preliminary review of: all Sistema Group merger and acquisition projects with a value exceeding $100m; all Sistema Group projects related to entering new regions or industries, all Sistema Group projects with significant government participation. The status, appointment procedures, powers and decision-making processes of the Strategy Committee are regulated by the Terms of Reference of the Strategy Committee. Membership of the Strategy Committee Name of Board Member Position held V. Evtushenkov Chairman of the Board of Directors of Sistema PJSFC (Committee Chairman) S. Boev Deputy Chairman of the Board of Directors of Sistema PJSFC A. Dubovskov Management Board member of MTS, member of Sistema s Board of Directors 71

72 F. Evtushenkov First Vice President of Sistema PJSFC, member of the Board of Directors of Sistema PJSFC A. Zassoursky Head of the Strategy Function of Sistema PJSFC R. Kocharyan Member of the Board of Directors of Sistema PJSFC V. Latsanich Vice President for Strategy at MTS O. Mubarakshin Management Board member, Head of the Legal Function of Sistema PJSFC V. Chirakhov CEO of Detsky Mir M. Shamolin President, member of the Board of Directors of Sistema PJSFC D. Iakobachvili Member of the Board of Directors of Sistema PJSFC In 2016, the Committee held 12 meetings and reviewed matters related to the development of Sistema s portfolio companies and considered one item concerning the Corporation s strategy. At its meetings, the Strategy Committee also considered matters related to the development of Sistema assets that were undergoing strategic reviews. The Committee also reviewed Sistema s possible participation in investment funds. Audit, Finance and Risk Committee The Audit, Finance and Risk Committee of Sistema s Board of Directors conducts an appraisal of the quality of audit services based on the audit of Sistema s financial statements and gives preliminary recommendations with respect to selecting RAS and IFRS auditors for the company. Based on the opinion formed by the Committee, the Board of Directors gives recommendations to the general meeting of shareholders on appointment of the Corporation s external auditor. The procedures for nominating members, the responsibilities and decision-making processes of the Audit, Finance and Risk Committee are regulated by the Committee s Terms of Reference adopted by the Board of Directors on 13 December Composition of the Audit, Finance and Risk Committee Name of Board Member Position held R. Munnings (Committee Chairman) Member of the Board of Directors of Sistema PJSFC, independent director P. Clanwilliam Member of the Board of Directors of Sistema PJSFC, independent director J. Krecké Member of the Board of Directors of Sistema PJSFC, independent director D. Iakobachvili Member of the Board of Directors of Sistema PJSFC, independent director In 2016, the Audit, Finance and Risk Committee held 13 meetings, at which the committee members conducted an appraisal of the auditor s services and issued recommendations for the Board of Directors on appointing an external auditor; reviewed and approved Sistema s quarterly and annual financial reports, the annual report, the annual budget and and the report on performance against the Corporation s budget. In 2016, an internal assessment of the Committee s performance was conducted for the first time. Based on the assessment results, potential areas for improvement were identified: the risk management system and tax administration. The Committee members also highly approved of the effectiveness of the internal and external audit systems of the Corporation. The total score of the Committee s performance on a threepoint scale was

73 Nomination, Remuneration and Corporate Governance Committee The purpose of the Committee is to facilitate the preparation and implementation of the Corporation s HR policy and support and develop an efficient corporate governance system that meets international standards and help improve the quality of decision-making by the Corporation. The Committee conducts regular monitoring of Sistema Group s potential HR needs and succession pool. The Committee operates in accordance with the Terms of Reference of the Nomination, Remuneration and Corporate Governance Committee adopted by the Board of Directors on 13 December 2014 and amended on 29 October Nomination, Remuneration and Corporate Governance Committee Name of Board Member Position held R. Kocharyan (Committee Member of the Board of Directors of Sistema PJSFC, independent Chairman) director S. Boev Member of the Board of Directors of Sistema PJSFC P. Mandelson Member of the Board of Directors of Sistema PJSFC, independent director R. Munnings Member of the Board of Directors of Sistema PJSFC, independent director D. Iakobachvili Member of the Board of Directors of Sistema PJSFC, independent director The President of Sistema PJSFC M. Shamolin attends the Committee meetings in the capacity of a permanent invitee and does not vote on matters submitted to the Committee for consideration. In 2016, the Nomination, Remuneration and Corporate Governance Committee held six meetings (including one joint meeting with the Ethics and Control Committee) and reviewed the following items: development of corporate governance across Sistema Group; incentive schemes, performance assessments and remuneration systems; HR processes and preliminary review of candidates for senior management positions at Sistema PJSFC and nominees for the boards of directors and CEO positions at key portfolio companies; The Nomination, Remuneration and Corporate Governance Committee of Sistema PJSFC also organises the self-assessment procedure of the Board of Directors. The assessment looks at ten key criteria in order to identify those areas in the work of the Board of Directors that are in need of improvement. The Committee uses the results of self-assessment to make an annual plan aimed at developing Sistema s corporate governance systems, which is then submitted to the Board of Directors for approval. Ethics and Control Committee The Ethics and Internal Control Committee serves the purpose of forming an efficient system of economic security, internal control and prevention of fraud and other potentially illegal misconduct. The Committee abides by the Terms of Reference of the Ethics and Control Committee approved by the Corporation s Board of Directors. Composition of the Ethics and Control Committee Name of Committee Position held Member S. Boev (Committee Deputy Chairman of the Board of Directors of Sistema PJSFC Chairman) F. Evtushenkov First Vice President of Sistema PJSFC, member of the Board of Directors of Sistema PJSFC R. Kocharyan Member of the Board of Directors of Sistema PJSFC, independent director 73

74 P. Mandelson Member of the Board of Directors of Sistema PJSFC, independent director R. Munnings Member of the Board of Directors of Sistema PJSFC, independent director In 2016, the Ethics and Control Committee met seven times and reviewed, inter alia, the following matters: performance of the Internal Control and Audit Department in 2015 and work plan for 2017; a report on risk management at Sistema; results of an ethics assessment at the Corporation; methods of preventing and curbing fraud and corruption at Sistema. Investor Relations and Dividend Policy Committee The Investor Relations and Dividend Policy Committee aims to strengthen the Corporation s investment case; it develops and maintains a transparent and stable dividend policy; it supports effective relations with the financial community and government agencies. The Committee abides by the Terms of Reference of the Investor Relations and Dividend Policy Committee approved by the Board of Directors. Composition of the Investor Relations and Dividend Policy Committee Name of Committee Position held Member D. Iakobachvili (Committee Chairman) Member of the Board of Directors of Sistema PJSFC, independent director P. Clanwilliam Member of the Board of Directors of Sistema PJSFC, independent director J. Krecké Member of the Board of Directors of Sistema PJSFC, independent director R. Munnings Member of the Board of Directors of Sistema PJSFC, independent director M. Shamolin President, member of the Board of Directors of Sistema PJSFC In 2016, seven meetings of the Investor Relations and Dividend Policy Committee were held, at which, inter alia, the following matters were considered: amendments to the Corporation s dividend policy; corporate social responsibility and the operations of the Sistema Charitable Foundation; items related to market analysis and monitoring, the perception of Sistema PJSFC by the investment community and implementation of measures to increase market capitalisaion. 74

75 6.3 President The President of Sistema PJSFC is a permanent chief executive officer whose main tasks include managing the current operations of the Corporation and dealing with matters outside the remit of the General Meeting of Shareholders, the Board of Directors, and the Management Board with the aim of ensuring the Corporation s profitability and safeguarding the rights and legitimate interests of its shareholders. The President reports to the Board of Directors and the General Meeting of Shareholders of Sistema PJSFC. Mikhail Shamolin has been Sistema s President since 10 March On 10 March 2017, the Board of Directors re-appointed Mikhail Shamolin as President of Sistema PJSFC for a three-year term. Mikhail Shamolin President of Sistema PJSFC, Chairman of the Management Board. Was born in Moscow in Graduated from the Moscow Automobile and Road Technical Institute in 1992, and from the Russian Presidential Academy of Public Administration in In , completed a finance and management course for senior executives at the Wharton School of Business. In , worked for McKinsey&Co, an international consultancy firm. In , Managing Director for Ferroalloys at Interpipe Corp (Ukraine). In , Vice President for Sales and Customer Service, then Vice President, Head of MTS Russia and President of MTS. On 10 March 2011, appointed President of Sistema PJSFC. Sistema s Board of Directors reappointed Mr Shamolin as President and Management Board Chairman for a new three-year term twice: on 15 March 2014 and on 10 March Member of the Board of Trustees of Sistema Charitable Foundation. 75

76 6.4 Management Board Sistema s Management Board determines methods and means for implementation of the Corporation s development strategy, formulates development plans, determines and monitors investment processes, conducts assessment of personnel performance, and reviews most of the matters that are subsequently submitted to the Corporation s Board of Directors. In 2016, the Management Board conducted 30 meetings and reviewed 82 agenda items in the following key areas: 1) Preliminary review of the matters to be submitted to the Board of Directors, including: Sistema s development strategy; Sistema s asset portfolio structure; Sistema Group s strategic planning cycle; development and value creation strategies for Sistema s key assets; Sistema s functional strategies; performance against budgets and budget planning; Sistema s corporate social responsibility; approval of specific deals. 2) Debt and liquidity management. 3) Risk management and preparation of risk maps. 4) Participation in investment projects. 5) Review of deals requiring no approval from the Board of Directors or the General Meeting of Shareholders. In September 2015, upon expiry of the term of the previous Management Board, Sistema s Board of Directors formed a new Management Board for another three-year term. Sistema s current Management Board comprises 14 members. Members of the Management Board of Sistema PJSFC as of 31 December Mikhail Shamolin Chairman 2. Elena Vitchak 3. Alexander Gorbunov 4. Felix Evtushenkov 5. Artyom Zassoursky 6. Valentin Korchunov Leonid Monosov 8. Oleg Mubarakshin 9. Vsevolod Rozanov 10. Ali Uzdenov 11. Mikhail Cherny 12. Evgeny Chuikov 13. Sergey Shishkin 14. Vladimir Shukshin 20 Upon completion of the reporting period in 2017 Elena Vitchak and Valentin Korchunov left the Management Board. 76

77 Changes to Sistema s Management Board in 2016 In 2016, the Management Board went through a number of changes: N. Vasilkov 12 March 2016 Membership terminated. A. Zassoursky 21 May 2016 Elected to the Management Board, appointed Vice President, Head of the Strategy Function of Sistema PJFSC. After the reporting period, in 2017 the following new members were elected to the Management Board: A. Guryev (Vice President, Head of HR Department) and A. Sirazutdinov (Vice President, Investment Portfolio Manager). 77

78 6.5 The President s Committees The following committees chaired by the President contribute to the improvement of managerial decisionmaking: Finance and Investment Committee; Tender Committee; HR Committee; Security Committee; Internal Control Committee; Disciplinary Committee. The President s Committees are permanent consultative collective bodies tasked with detailed analysis of current affairs and processes within their remit and with assisting the President in decision-making. Finance and Investment Committee The responsibilities of the Finance and Investment Committee include: review of all of the Corporation s investment projects and certain projects of portfolio companies at different stages from project idea to completion; approval of financial models, business plans, and key performance indicators of investment projects; making recommendations regarding the feasibility of projects, exit scenarios and sources of financing; analysing the terms of external financing for the Corporation and portfolio companies. The Committee consists of 10 members. The Chairman of the Committee is the Corporation s President Mikhail Shamolin, and the Deputy Chairman is Senior Vice President, Head of the Finance and Investment Function Vsevolod Rozanov. In 2016, the Committee met 60 times. An Expert Council operates under the Finance and Investment Committee and considers all new investment ideas of the Corporation for acquiring new assets operating in new or multiple industries, as well as in sectors where Sistema already has a presence. The Expert Council consists of 11 members: the Expert Council is chaired by Vice President, Head of the Strategy Function of Sistema PJSFC, A. Zassoursky. In 2016, the Expert Council met 15 times. The Finance and Investment Committee also has a Risk Subcommittee responsible for assessing the risks facing Sistema and its subsidiaries and for monitoring performance against risk management action plans. The Risk Subcommittee consists of nine members. As of 31 December 2016, the Subcommittee was chaired by Sistema s Managing Director for Risks and Procurement N. Nosova. In 2016, the Risk Subcommittee met 10 times. Tender Committee The responsibilities of the Tender Committee include: organising tenders for goods, works, and services; ensuring acquisition of goods, works, and services on the best possible terms; 78

79 ensuring the transparency of purchasing procedures; facilitating prevention of corruption and other wrongdoing in the area of purchasing. The Committee consists of 11 members. The Chairman of the Committee is Senior Vice President, Head of Sistema s Finance and Investment Function V. Rozanov. The Deputy Chairman is Executive Vice President for Finance and Economic Affairs A. Kamensky. In 2016, the Tender Committee met 36 times. HR Committee The responsibilities of the HR Committee include: reviewing and making proposals with regards to the HR policies and internal regulations at the Corporation and its portfolio companies; coordinating the activities of HR units of the Corporation and portfolio companies; assessing candidates for senior executive positions; assessing the efficiency and performance of the Corporation s employees. The Committee consists of nine members. The Chairman of the Committee is the President of Sistema PJSFC M. Shamolin. In 2016, the Committee met 15 times. Security Committee The Security Committee reviews matters related to implementation of the adopted security policy across Sistema Group. The Committee consists of 32 members. The Chairman of the Committee is Vice President, Head of the Security and IT Department of Sistema PJSFC V. Shukshin. In 2016, the Committee met four times. Disciplinary Committee The Disciplinary Committee reviews matters pertaining to compliance with labour law, internal regulations and instructions of the company s governance bodies, and develops recommendations on whether there are reasons for imposing disciplinary penalties on employees. The Committee consists of six members. The Chairman of the Committee is the President of Sistema PJSFC M. Shamolin. In 2016, the Committee met six times. 79

80 6.6 Specific characteristics of risk management, internal control and internal audit systems Risk management The Sistema PJSFC risk management system uses a two-level approach where risks identified in Sistema and its portfolio companies are consolidated to assess their impact on Sistema Group as a whole. The integrated risk management system (ERM) used in the Corporation addresses the following tasks: identification of risks at all levels of management (from top to line management), which includes identifying risk owners and creating risk passports; primary assessment of the materiality of identified risks and their analysis (VaR methodology); ranging risks by management levels; assessment of the aggregate influence of material risks on the Corporation s key financial indicators (Monte Carlo modelling); development of plans to mitigate identified risks at all management levels; regular monitoring of performance against mitigation plans and assessment of their effectiveness; risk monitoring, quarterly reports on risks facing the Corporation. The risk management procedures of Sistema PJSFC are carried out by a dedicated risk management unit. The Corporation s risks are monitored on a quarterly basis by Sistema s Management Board and Risk Subcommittee, which review the effects of mitigation and response measures taken and reassess persisting and/or new risks. Sistema s senior executives make regular reports on risk management in the Corporation to the Audit, Finance and Risk Committee. The annual report is submitted to the Board of Directors of Sistema PJSFC. Internal control system In February 2015, the Board of Directors approved the Policy on the Internal Control System setting out the key principles of internal control and defining it as a continuous integrated process involving all of the Corporation s subdivisions and governance bodies. The key objectives of the internal control system are: creating control mechanisms that will ensure the efficiency of business processes and the implementation of investment projects of the Corporation; ensuring safety of the Corporation s assets and efficient use of its resources; protecting the interests of the Corporation s shareholders and preventing and resolving conflicts of interest; creating conditions for timely preparation and submission of reliable reports and other information that is legally required to be publicly disclosed; ensuring the Corporation s compliance with applicable laws and regulatory requirements. In accordance with the three lines of defence principle the efficiency of the Corporation s internal control system is ensured at three levels (in addition to the Board of Directors and the top management of the Corporation): Level 1: Heads of subdivisions and employees of the Corporation are responsible for assessing and managing risks and building an efficient internal control system within their remit; Level 2: At this level the function is performed by several subdivisions and Committees of the Corporation. For example: 80

81 the risk management function and the risk committee are responsible for developing and monitoring the implementation of an effective risk management practice; the Finance and Investment Committee of the Corporation approves and monitors the implementation of investment projects; the Discipline Committee reviews matters related to breaches of the Ethics Code and disciplinary offences; the Security and IT Department is responsible, among other things, for economic security, corruption prevention and information security. Level 3: The Internal Control and Audit Department conducts an independent assessments of the efficiency of the internal control system, the risk management procedures, and the corporate governance system. All of the Corporation s employees in charge of various control procedures bear responsibility for the efficiency of such controls and risk management activities as prescribed in their job descriptions and internal regulations. Internal audit The body in charge of internal control at the Corporation and the companies of Sistema Group is the Internal Control and Audit Department that reports to the Board of Directors (functionally) and Sistema s President (administratively). The head of the Department is appointed and dismissed by the President based on the resolutions passed by the Corporation s Board of Directors following preliminary approval by the Board s Ethics and Control Committee. The main objectives of the Internal Control and Audit Department are: helping shareholders and the management improve the internal control system by performing regular audits of efficiency of the Corporation s internal control, risk management, and corporate governance systems; facilitating the attainment of the Corporation s strategic goals; supplying the Corporation s management and shareholders with objective information on the existing internal risks and their probability; enhancing the awareness of the Corporation s management about the performance of Sistema Group companies; monitoring achievement of the goals of shareholders of the Corporation and Sistema Group companies. To meet these objectives, the Internal Control and Audit Department carries out the following functions: performing independent audits of individual operations, processes, and units; assessing the efficiency of the internal control system; assessing the efficiency of the risk management system; assessing the efficiency of the corporate governance system, preventing violations of the law and the Corporation s regulations, ensuring observance of professional and ethical standards, and preparing recommendations for improvement thereof; developing recommendations to remedy deficiencies identified and monitoring remediation thereof; 81

82 examining and evaluating documents provided with regards to specific investment projects for compliance with current regulations; performing scheduled and unscheduled monitoring of performance against project targets; ensuring uninterrupted functioning of the whistleblowing hotline; administering investigations, including internal ones; monitoring compliance with the Corporation s internal regulations; monitoring and investigating instances potentially qualifying as disciplinary offence and/or violation of discipline and/or conflict of interest in the Corporation or Sistema Group companies. The Internal Control and Audit Department interacts closely with the independent auditors, coordinates audits and offers consultations in the course of preparation of the Department s annual audit plans with regard to assessment of the efficiency of internal controls applied to financial statements, as well as during discussions and assessment of identified risks. In 2016, the Internal Control and Audit Department conducted 44 scheduled and unscheduled audits to assess the efficiency of internal control, risk management and corporate governance systems. The audits performed by the Internal Control and Audit Department did not uncover any weaknesses or risks that could affect the sustainability of the Corporation s business. Regular reports on the results of the Internal Control and Audit Department are reviewed by the Audit, Finance and Risk Committee and Ethics and Control Committee of the Board of Directors of Sistema PJSFC, and are also submitted for consideration by the Board of Directors at the end of the year. Resolution of conflicts of interest In December 2015, the Board of Directors of Sistema PJSFC approved a revised Code of Ethics that provides for an ethics assessment procedure: the top managers of the Corporation and Sistema Group s subsidiaries are now required to complete ethics and conflict-of-interest declarations. Before launching an ethics assessment procedure Sistema conducted a training course aimed at familiarising employees with the revised Code of Ethics and the procedure of completing ethics declarations. The results of ethics assessment were reviewed by the President and the Ethics and Control Committee of Sistema s Board of Directors. In most cases the declared conflicts of interest were not confirmed and did not require any resolution measures. However, action plans on conflict resolution were implemented with respect to several declarants in accordance with best practice in corporate governance. Ethics assessments makes it possible to identify and manage conflicts of interests in a timely manner, thus preventing shareholders interests from being compromised. External audit In compliance with the decision of the Audit, Finance and Risk Committee, the Corporation uses the following procedures to appoint the independent auditors of the financial statements of Sistema PJSFC. The Committee performs annual assessments of the quality of audit services received. If the quality of services provided by the current auditor is deemed insufficient, the Audit Committee organises a tender to hire a new auditor. If the quality is deemed sufficient, Sistema negotiates the price of services with the current auditor for the following period. According to the decision of the Audit, Finance and Risk Committee, a tender for external audit services should be held at least every three years to ensure the auditor s impartiality and objectivity. 82

83 6.7 Development of the corporate governance system in 2016 Independent directors on the Corporation s Board In 2016, 11 members were elected to the Corporation s Board of Directors, six of which qualify as independent directors or are recognised as independent according to the rules of the Moscow Exchange and the Russian Corporate Governance Code. The current Board includes the following independent directors: Patrick Clanwilliam; Robert Kocharyan; Jeannot Krecké; Peter Mandelson; Roger Munnings; David Iakobachvili. All of the Corporation s independent directors have vast experience in managing large organisations and possess strong professional reputations. Independent directors make up a majority on the Board, which ensures the objectivity of their judgements and freedom from influence by the Corporation s management and shareholders when making important decisions. Dividend policy In April 2017, after the reporting period was over, the Board of Directors of the Corporation made new amendments to the Dividend Policy providing for: an increase in the total amount of dividends for any reporting year to an amount equivalent to an annual dividend yield of at least 6% or RUB 1.19 per one share of the Corporation; payment of interim dividends for 9 months of the reporting year. The revised approach to distribution of dividends allows the Corporation to increase the amount of dividends paid, thus increasing the shareholder returns on the Corporation s securities and enhancing the investment appeal of the Corporation. Detailed information on the amount of dividends distributed and paid in is available in the section of this Annual Report devoted to payment of dividends on the company s shares. Top management co-investment programme In May 2016, the Board of Directors approved a programme allowing Sistema s senior managers to coinvest in subsidiaries and /or Sistema PJSFC (hereinafter Co-investment Programme ). The Coinvestment Programme aims to increase top management s motivation to boost the Corporation s capitalisation and provides for additional incentives linked to achievement of strong financial results through originating and implementing projects and efficiently managing the Corporation s assets, including asset acquisition, sale, restructuring, capitalisation growth and increasing dividend flows. More detailed information on the Co-investment Programme is available in Section 8 of this Annual Report. Assessment of the work of the Board of Directors The most recent assessment of the Board of Director s work was performed in May As a result of the analysis of the Board s performance the total score on a 5-point scale was 4.16 (in 2015 the score was 4.02). The Board of Directors performance was assessed on the basis of judgements made by the Board members themselves. 83

84 As part of the assessment the Board members completed questionnaires containing the following sections: (1) membership and structure of the Board of Directors; (2) procedures and organization of the Board of Directors work; (3) organisation of the work of the Board s Committees; (4) decisions of the Board of Directors in the area of strategic planning; (5) decisions of the Board of Directors in the area of finance, financial reporting and risk management; (6) decisions of the Board of Directors in the area of oversight over executive management and corporate governance. Moreover, each Board member was requested to specify general strengths and weaknesses of the Board of Directors and indicate the projects and functional areas to which this Board member is capable of contributing. The self-assessment results reflect the high effectiveness of the Board of Directors and its Committees. In accordance with the assessment results the action plan on improving the corporate governance system for 2017 envisages increased involvement of professional independent directors in the analysis of investment projects reviewed by the Board of Directors. To this end, in the autumn of 2016, the Corporation introduced a procedure for challenging reports on the items included in the Board s agenda. In accordance with the procedure the Chairman of the Board of Directors appoints one or several independent directors as opponents to ensure thorough consideration of the presented materials. The work of such a group of opponents makes it possible to ensure an in-depth and constructive discussion of each matter reviewed at the Board of Directors meeting. Corporate governance ratings In 2016, the Russian Institute of Directors (RID) conducted a repeated assessment of the corporate governance practices of Sistema PJSFC in accordance with the updated methodology of the National Corporate Governance Rating (NCGR). Sistema scored 8 on the NCGR scale, denoting Advanced corporate governance practice. RID assessed Sistema s corporate governance by four criteria, identifying both strengths and areas in need of further improvement: shareholders rights, activities of the governance and control bodies, disclosure of information, corporate social responsibility and sustainable development. Institutional Shareholder Services (ISS) agency, which specialises in giving recommendations to shareholders on voting at the general meetings of issuers, assigned Sistema a governance quality score of 1, implying the lowest possible risk for investors. The ISS assessment is based on four components: composition of the Board of Directors top management remuneration, shareholders rights, audit system. 84

85 7. CORPORATE SOCIAL RESPONSIBILITY Principles for responsible investment Sistema s investments in a number of critical and structurally important sectors of the Russian economy, as well as the activities of its portfolio companies, have a significant economic, technological, social and environmental impact on local communities. The Corporation s responsible approach to investment and business is based on universally recognised international and national principles for CSR and sustainable development, as stipulated in the United Nations Global Compact, ISO (Guidance on social responsibility), the Russian Union of Industrialists and Entrepreneurs Social Charter of Russian Business and internal corporate documents. 21 Key principles of the Corporation s approach include: Strict compliance with legislation and the norms of business ethics; Zero tolerance for and prevention of corruption in all its forms; Long-term contribution to regional development and support for local communities; Investment in human capital and stimulation of innovation; Creation of favourable working conditions and equal opportunities; Observance of human rights and non-discrimination; Minimisation of environmental impact; Balance of stakeholder interests, openness and transparency. For Sistema, all ten principles of the UN Global Compact covering human rights, labour, the environment and anti-corruption are equally important. The Corporation shares the UN-backed Principles for Responsible Investment (PRI), developed by an international group of major institutional investors in collaboration with experts from the investment industry, intergovernmental organisations and civil society. It is committed to implementing them in its investment practice by incorporating the risks and opportunities associated with environmental, social and corporate governance (ESG) issues into both investment analysis (portfolio strategy and preparation of deals) and development of operating strategies and investment programmes for assets. Sistema is interested in the sustainable development of its subsidiaries. The socioeconomic and environmental performance of these subsidiaries underpins not only the successful creation of shareholder value for the Corporation, but also the welfare of the state and society, including employees, consumers, partners, suppliers and local communities. Compliance with these requirements by Sistema s new and existing assets is ensured by implementing high standards of corporate governance and business ethics, as well as unified approaches to HR, risks and procurement management, anti-corruption, CSR and charitable activities. Subsidiaries are directly responsible for environmental and occupational safety, health and well-being of employees and customers, product quality and reliability of services. Decisions are made with the involvement of Sistema s representatives in the boards of directors of portfolio companies, and effective implementation is achieved by recruiting highly qualified management teams, including from the Corporation s internal talent pool. In 2016, CSR issues considered by Sistema s Board of Directors were included in the regular agendas of the collective corporate governance bodies of all of the Group s key companies. Sustainable development activities are regularly monitored in preparation for annual public non-financial reporting, which details significant aspects of the Corporation s sustainable development. Sistema encourages its companies to be integrated into CSR projects, and supports independent disclosure of 21 Code of Ethics, Corporate Governance Code, HR Management Code, Corporate Social Responsibility Policy and Charity Policy. 85

86 sustainable development information by key assets in accordance with Global Reporting Initiative (GRI) guidelines. Sistema was named best in class for corporate transparency among Russia s largest private companies, and Segezha Group won the Debut of the Year category in the annual study of public reporting conducted by the Russian Regional Network on Integrated Reporting to identify best practices for information disclosure, including the application of national and international standards and guidelines. Sistema was also among the leaders in two sustainable development indices (Responsibility and Transparency and Sustainable Development ) prepared by the Russian Union of Industrialists and Entrepreneurs based on public corporate reporting by Russia s 100 largest companies. Contribution to sustainable development With innovative, infrastructural and systemically important companies in a number of strategic sectors and an intensive social policy in its regions of operation, Sistema makes a significant contribution towards achieving priority goals in Russia s economic, social and environmental development, and also towards achieving most of the global Sustainable Development Goals (SDGs) of the UN s 2030 Agenda for Sustainable Development. Many of the Corporation s projects operate at the intersection of various SDGs, while simultaneously addressing urgent domestic objectives including growth of labour productivity; technological development; import substitution; food security; educational, healthcare, social and environmental improvements, and raising overall living standards. 86

87 SDG Sistema s contribution Key programmes End poverty in all its forms everywhere Reduce income inequality within and among countries Social and charitable projects of Sistema Charitable Foundation ( SCF ) and the Group s companies to support the underprivileged and create equal opportunities for all: children, the elderly and people with special needs. Taking Care of Veterans, a joint programme of Sistema, the Moscow City Government and the Moscow City Council of Veterans. Generation M, one of Russia s largest charitable projects, launched by MTS, combines ideas of developing children s creativity and supporting critically ill children. End hunger, achieve food security and improved nutrition and promote sustainable agriculture Ensure healthy lives and promote wellbeing for all at all ages Investments in agriculture: renewal of agricultural machinery, introduction of advanced agricultural technologies, and growth of crop yields and livestock productivity. Investments in healthcare, pharmaceuticals, and promotion of healthy lifestyles and social inclusion. Participate!, a charity campaign that collects goods for children in orphanages and social boarding schools, disabled children and children from large families across Russia and Kazakhstan. Upgrading Yuzhny Agricultural Complex, Russia s biggest greenhouse farm, located in Karachay-Cherkessia. Planting new intensive apple orchards in the Rostov region. Introducing a modern comprehensive herd management system the technological core of a modern dairy farm. Taking Care of Veterans, a programme to provide medical insurance and free spa treatment for World War II veterans and others (Sistema Charitable Foundation and Medsi Group). Be Healthy With Medsi, a programme designed to raise public awareness of healthy lifestyles. Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all Supplementary education programmes for schoolchildren, college students, working professionals and senior citizens. Setting up an R&D centre and launching a programme for training medical personnel (Binnopharm). Lift to the Future, a nationwide programme of Sistema Charitable Foundation to improve engineering and technology education. The Higher School of Management and Innovation, a faculty co-run by Sistema and Moscow State University. Sistema and MTS support a regional network of special information and education centres called The Russian Museum: A Virtual Branch. MTS Group s projects Children and the Internet, 87

88 All Ages Are Online and Mobile Academy are designed to teach younger schoolchildren and senior citizens useful skills for using the Internet and mobile services. Ensure access to affordable, reliable, sustainable and modern energy for all Investments in power grid infrastructure, energy efficiency in industrial processes and wider use of alternative energy sources. Safe Childhood, BPGC s project for teaching power safety to schoolchildren. A large-scale project to upgrade power grids in Bashkortostan using Smart Grid technologies, and implementation of an automatic power control and metering system. Production and use of biofuel from woodworking waste at Segezha Group enterprises. Promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation Make cities and human settlements inclusive, safe, resilient and sustainable In 2016, Sistema Group companies provided employment for around 0.2% of Russia s total workforce. The Group paid a total of approximately RUB 98bn in taxes to federal and regional budgets in 2016, of which about a quarter goes to pension, medical and social insurance. This is roughly 0.68% of all tax payments made to Russia s consolidated budget and approximately 0.4% of total social security contributions. Sistema includes a number of high-tech companies investing in modern communications infrastructure, the electricity industry, and innovative solutions for roads and transport. Investments in redevelopment of the urban environment and complex property development projects, wooden prefab houses, and innovative solutions for smart and safe cities. Introduction of solar power supply systems for base stations of the MTS network. Sistema Academy, a corporate-wide project that combines the best coaches and educational programmes of all of the Group s subsidiaries. Subsidiaries programmes for training, development, financial and non-financial incentives, and benefits for personnel. MTS deploying next-generation telecommunication networks (4G) throughout the country and BPGC building Smart Grids in Ufa. Development and introduction of innovative technologies for railway transport safety at Sarov Technopark. Developing more than 20 in-fill residential properties in Moscow, Leader Invest also works on large-scale development projects with a strong emphasis on infrastructure. The company s projects fall into the energy efficiency classes A and B. The high-tech projects Intelligent Transport System and Safe City from the Corporation s portfolio can improve road traffic situation and increase public safety in cities. Ensure sustainable Introducing lean production and Projects for recycling used batteries (MTS) and 88

89 consumption and production patterns Take urgent action to combat climate change and its impacts Protect, restore and promote sustainable use of terrestrial ecosystems, sustainably manage forests, combat desertification, and halt and reverse land degradation and halt biodiversity loss Strengthen the means of implementation and revitalise the global partnership for sustainable development promoting sustainable consumption among customers Conservation of forests; introduction of energy-saving and other technologies that help reduce greenhouse gas emissions. Interaction with environmental nonprofits, and responsible forest and land use. Agreements on social and economic cooperation with Russian regions, and projects based on cross-industry social partnerships with the state and nonprofits. switching subscribers to electronic bills (MGTS); use of Segezha Group s paper packaging in the largest retail chains, including Detsky Mir. Segezha Group reforests approximately 21,000 ha annually. 95% of Segezha Group s leased forest is FSCcertified 22. Sistema supports the non-profit organisation Far Eastern Leopards, which aims to preserve and restore the population of this rare species in the Russian Far East, as well as projects of the Russian Geographical Society. In 2016, Sistema signed a cooperation agreement with the Kirov region government, envisaging joint initiatives to create favourable economic, investment and social environments in the region. MTS signed an agreement to develop telecom infrastructure with the Yamal-Nenets regional government, while Segezha Group signed agreements with Karelia and the Kirov region. The government of Altay and Sistema Charitable Foundation signed a cooperation agreement envisaging joint projects in culture, education and social welfare to develop volunteering, promote patriotism among young people and encourage social activity. Social investments and partnerships The Corporation makes significant investments in important social projects every year. Total spending on social and charitable activities in 2016 amounted to almost RUB 1.5bn, of which about one third was allocated to programmes run by Sistema Charitable Foundation. This foundation, which is financed by the Group s companies, is Sistema s main vehicle for social investment and manages a portfolio of strategic programmes in three key areas to generate long-term positive effect and meet the interests of all stakeholders: Improvement of engineering education; Social projects and volunteering; Use of advanced technologies to promote culture and the arts. The Corporation aims to unlock synergies between the fund and relevant objectives of its subsidiaries CSR strategies, and to involve as many portfolio companies as possible in corporate-wide and joint projects aimed at creating shared value for Sistema and stakeholders. 22 Forest Stewardship council (FSC) 89

90 Sistema ranked third in a list of leading Russian corporate charity donors in 2016 compiled by Vedomosti newspaper, the Donors Forum and PwC. The list includes 60 large Russian and international companies with revenue of more than RUB 100m and charitable activities in Russia. Sistema was named the leader of corporate transparency among Russia s largest private companies in the annual study of public reporting conducted by the Russian Regional Network on Integrated Reporting to identify best practices for information disclosure, including the application of national and international standards and guidelines. Supporting talent and innovation Sistema Charitable Foundation s flagship educational programme, Lift to the Future, has been run jointly with Group companies since 2011, and aims to build an effective system for training highly qualified engineering personnel capable of solving complex practical issues in knowledge-intensive sectors of the Russian economy. More than 3,200 children from across Russia have taken part in Lift to the Future qualifying competitions since its inception, and about half of them have visited temporary engineering and design schools over the years. In 2016, three camp-based schools were organised, including the first-ever regional engineering and design school in Altay. As of the end of the year, Lift to the Future had partnership agreements with 22 Russian universities. In addition, a number of new projects were launched covering the entire spectrum of technical education, including grants. Social projects and volunteering Sistema s social projects aim to increase quality of life of underprivileged groups by spreading cuttingedge social technologies and developing volunteering. Since 2015, SCF and Medsi Group have successfully run the Taking Care of Veterans programme under an agreement signed between Sistema, the Moscow City Government and the Moscow City Council of Veterans. About 700 programme participants, including war veterans, have been treated at Medsi clinics in Moscow, while aggregate investment in the programme has exceeded RUB 70m. A special role in supporting war veterans, children and other target groups of CSR programmes is played by the corporate volunteer movement, whose activities are coordinated by Sistema Charitable Foundation s Volunteer Centre. In 2016, the Foundation recruited employees of the Group s main donor companies and external social partners as volunteers for its projects. The number of businesses regularly participating in joint volunteer campaigns grew by 62% to 21, including new assets (Concept Group, Sistema Venture Capital), while the share of the Group s volunteers participating in joint corporate programmes amounted to 6.5%. The Volunteer Centre implemented 64 projects in eight regions (Moscow, Moscow region, St Petersburg, Tula region, Kirov region, Karelia, Altay and Bashkortostan) for over 15,000 beneficiaries, and secured support from 16 external social partners. Sistema received the Russian Business Leaders: Dynamics and Responsibility 2016 award from the Russian Union of Industrialists and Entrepreneurs in the category Development of Cross-Industry Partnerships in Tackling Social Issues of Russian Regions. Employees and senior managers of Sistema and its subsidiaries began providing regular support to specific social projects in The New Year s charitable auction (organised for the first time) and several fundraisers as part of the annual Wishing Tree campaign raised over RUB 11m from Sistema employees that went to recipients including the Volgograd regional hospice and the Pavlovsky assistedliving facility in St Petersburg. A vivid example of a company s contribution to solving pressing social problems in a region of operation is Detsky Mir s long-term project to support underprivileged children. During the traditional charity 90

91 campaign Participate! in 2016, Detsky Mir customers in 160 cities of Russia and Kazakhstan collected over three million gifts worth RUB 112m for 550 beneficiaries. The company also opened 79 playrooms in 30 hospitals and rehabilitation centres in 18 Russian cities. The total number of playrooms opened by Detsky Mir in numerous cities in the last three years reached 174. New technologies for promotion of culture and education Last year was pivotal for the key recipient of Sistema s donations in the sphere of culture and art, the State Russian Museum. Sistema signed a 20-year agreement to support the museum in 2003, with annual financing envisaged at up to RUB 30m. With support from MTS for the development of multimedia museum technologies, the museum was able to launch an international educational project. More than 200 information and education centres dubbed virtual branches of the Russian Museum have opened at various museums, schools and universities, cultural and scientific centres. In March 2016, the Museum presented its new website, developed with support from Sistema Charitable Foundation. This marked another step towards making information more accessible for a broad audience about the museum s activities, exhibitions, permanent collection, funds and Russian art in general. On 1 December 2016, on the sidelines of the St. Petersburg International Cultural Forum, the Russian Museum officially launched its new platform a multimedia information centre in the Western pavilion of the Mikhailovsky Castle. The multimedia centre was almost fully equipped by sponsors, and primarily Sistema. A multimedia cinema opened here first in 2011 and then became a platform for online lectures in Sistema has an in-house centre to develop cutting-edge museum solutions. Kronshtadt Group participated in the large-scale reconstruction of the Aurora cruiser, where a new multimedia exposition opened in MTS has been running Generation M, Russia s biggest charitable project to promote creativity, for several years. Using digital tools, the project brings together ideas to develop young talents from across Russia and support seriously ill children. Since its launch, the project has raised over RUB 15m. An important place in Sistema Group s social and educational efforts belongs to projects aimed at making web and mobile technologies safer and more accessible for all users, from children to the elderly. MTS has teamed up with employees of Moscow State University s Psychology Department to develop the Children and the Internet programme, which includes lessons in online safety for younger schoolchildren, and an interactive exhibition, workshops and webinars for teachers and parents. Over 340,000 people in 30 regions completed the programme in the last five years. In 2016, exhibitions and lessons on safe and productive web surfing were organised in libraries, museums and children s art centres in eight cities: Krasnoyarsk, Saratov, Kemerovo, Omsk, Orenburg, Orsk, Kurgan and Izhevsk. Environmental responsibility Given the scale of its business and the environmental impact of its portfolio companies, Sistema considers reduction of its overall environmental footprint, including greenhouse gas emissions and resource consumption, as a priority, and is striving to achieve positive change by introducing environmentally friendly technologies and promoting green lifestyles. The Corporation s key environmental initiatives focus on responsible use, preservation and restoration of forests. Segezha Group, the biggest forest user in the European part of Russia, promotes sustainable forest use, which envisages sustainability of resources, forest protection, reforestation, and prevention of forest fires and illegal felling to ensure that the forest brings maximum value to people as well as to the economy. Segezha Group works actively with the government on projects to implement new models of intensive and responsible forest management aimed at facilitating sustainable forest development. Its experience was used to develop the required legal framework, first of all, for the pilot project of intensive forest use and reforestation in Karelia. 91

92 Segezha Group is actively engaged in forest management on leased forest areas in four regions of Russia. In 2016 alone, it restored about 22,000 ha of forests. Segezha Group s Russian companies invested some RUB 85m in environmental projects in 2016, while its foreign subsidiaries contributed EUR 150,000. The holding has an environmental management system based on ISO 14000, performs internal audits of the environmental activities of all of its subsidiaries, and undergoes voluntary Forest Stewardship Council (FSC) certification of its forest resources and supply chains. In 2015, the Group s largest enterprise, Segezha Pulp & Paper Mill, confirmed the compliance of its supply chain and controlled timber with FSC standards until December Sistema encourages the introduction of high environmental standards in the timber industry. In June 2016, Segezha Group and WWF Russia teamed up for a joint initiative to develop an environmental responsibility ranking for Russian timber companies, which received support from other major players. Two of Segezha Group s enterprises Segezha PPM and Lendery Timber Company were named among the most environmentally responsible forest operators in a ranking compiled by the regional environmental organisation SPOK, which rates forest users based on their stance on preservation and use of Specially Protected Natural Areas. Paper packaging manufactured by Segezha Group s companies is broadly used by leading retail chains as an eco-friendly alternative to plastic bags. Detsky Mir was the first children s goods retailer in Russia to offer its customers eco-friendly bags produced by Segezha Group. The bags appeared at Detsky Mir stores in Moscow and the Moscow region in December 2015, and six months later the project was rolled out to the entire chain, with the number of paper bags sold surging five-fold to 30,600. MTS has also been gradually introducing eco-friendly packaging for SIM cards since In 2016, 8.5m SIM cards were packaged into envelopes made of kraft cardboard, which does not contain any synthetic agents and dissolves easily and naturally. MGTS, which is part of MTS Group, launched a programme with WWF Russia to preserve Russia s forest resources, encouraging Moscow residents to reduce paper consumption by switching to electronic billing and inviting subscribers to made donations to WWF Russia for reforestation. The number of MGTS customers who switched to e-bills doubled over the year, which helped the company to reduce its spending on paper bills by 6.5%. About 1,000 customers made donations for forest preservation, and MGTS contributed RUB 7 for each rouble donated by subscribers. The funds raised went to protect about 3 million trees in particularly valuable forests in Arkhangelsk. Sistema companies (RTI, MTS, MTS Bank, MGTS and Segezha) participated in an environmental campaign organised by FSC Russia to mark International Day of Forests and collected about 2.4 tons of waste paper for recycling, which saved more than 40 trees, 17,000 litres of water, 9,600 kwh of energy and prevented the emission of more than 4 tonnes of CO2. 92

93 Information about fuel and energy consumption Type of resources Unit of measurement Actual resource consumption in 2016 in physical terms in monetary terms, thousand RUB Heat power Gcal 1,626 2,612 Electric power kwh 2,311 8,488 Petrol litres 235,141 8,440 A team of professionals As one of Russia s biggest employers, Sistema creates jobs with competitive salaries and additional social guarantees, and offers employees unique opportunities for career growth and to develop new skills. In 2016, the Group employed about 158,000 people in all regions of Russia. 23 The Group s companies strictly adhere to generally accepted norms and principles of labour relations, including those set out in World Labour Organisation guidelines and Russian legislation to prevent discrimination, protect employees personal data and observe human rights. 24 Sistema sees its main HR task as building strong and highly motivated management teams for its investment portfolios and assets, and organising efficient transfer of best practices, knowledge and professionals within the Group. Sistema Group s top managers are regularly named as some of Russia s best managers in the annual rating compiled by the Managers Association and Kommersant Publishing House. In 2016, the number of the Corporation s representatives in the list of the Top 1,000 Russian Managers doubled compared to the previous year. A total of 72 senior executives made it to the list, including 65 senior managers of Sistema s portfolio companies the highest result among the ranking s participants. Sistema s President Mikhail Shamolin was ranked #1 among CEOs of diversified holding companies, and Vsevolod Rozanov, Senior Vice President and head of the Finance and Investment Function, was declared the best CFO. In May 2016, Sistema took a new important step towards transforming long-term incentive system for senior executives with the introduction of a co-investment programme for senior management. The programme is designed primarily to align the interests of investment portfolio managers with those of shareholders, in line with best global practices in the investment sector. Sistema s management system is based on regular assessment of executives efficiency, achievement of business targets and meeting corporate culture requirements (values, competences, cross-sector and social skills). In 2016, Sistema conducted assessment using state-of-the-art tools and with active support of the Corporate Centre s senior management. At the initial stage, assessment was conducted for 56 executives of Sistema, including members of the Management Board, and 128 CFOs of the Corporate Centre and subsidiaries. 23 Including Targin. 24 The Corporation is guided by the Universal Declaration of Human Rights and the United Nations Guiding Principles on Business and Human Rights. 93

94 In 2015, Sistema launched the Sistema Academy, a corporate educational project bringing together the best coaches and educational programmes from its subsidiaries. About 20 Group companies are currently involved in the project. In 2016, the Sistema Academy introduced new professional clubs that offer members opportunities for professional development, informal communication and networking. The Corporation s employees may receive professional training, including free courses, at the Moscow State University s Higher School of Management and Innovation, a joint department between the University and Sistema that celebrated its 10 th anniversary last year. Over these years, the school has awarded more than 300 master s degrees, with holders taking up executive positions at leading Russian and foreign companies. Last year, over 100 holders of master s degrees, including over 50 employees of Sistema and its subsidiaries, attended various advanced training courses at the department. The Corporation not only creates a favourable environment for professional growth and its employees development, but also shapes a common corporate culture aimed at teamwork and high achievement. Sistema also takes its employees health very seriously. The biggest annual event bringing together employees of all Sistema Group companies and their families in support of healthy lifestyles is the Summer Games, which in 2016 gathered 19 teams and about 4,000 participants and supporters at the Yantar stadium in Moscow. The Corporation s HR efforts result in a high level of personnel engagement and make Group companies attractive employers. The Corporation conducts an engagement survey once every two years. In 2016, the survey covered 16 companies (56% of Group staff). The average engagement level grew by 4% since the last survey (in 2014) to 64%. In 2016, MTS improved its position in the ranking of Russia s best employers compiled by HeadHunter and RBC, moving up one notch to fourth among more than 230 companies and also being named best employer among telecoms companies. Detsky Mir was named among the most attractive Russian employers in the AON Best Employers Russia 2016 survey, the results of which were announced at Vedomosti s HR Forum. MTS also made it to the top 14 employers of

95 SISTEMA PJSFC AND SUBSIDIARIES Consolidated Financial Statements for 2016 and Independent Auditor s Report

96 SISTEMA PJSFC AND SUBSIDIARIES TABLE OF CONTENTS Page STATEMENT OF MANAGEMENT S RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR INDEPENDENT AUDITOR S REPORT CONSOLIDATED FINANCIAL STATEMENTS FOR 2016: Consolidated statement of profit or loss 103 Consolidated statement of comprehensive income or loss 104 Consolidated statement of financial position Consolidated statement of changes in equity 107 Consolidated statement of cash flows Notes to the consolidated financial statements 1. General Basis of preparation Significant accounting policies, judgements, estimates and assumptions Segment information Agreement with RCOM Investigations into former operations in uzbekistan Business combinations Discontinued operations Capital transactions of subsidiaries Revenue Impairment of long-lived assets Impairment of financial assets Income taxes Employee benefits expenses Property, plant and equipment Investment property Goodwill Other intangible assets Investments in associates and joint ventures Loans receivable and other financial assets Restricted cash Inventories Accounts receivable Equity Accumulated other comprehensive income Borrowings Bank deposits and liabilities Other financial liabilities Liabilities under put option agreements Provisions Earnings per share Capital and financial risk management Hedging activities Fair values Related party transactions Subsidiaries Non-cash transactions Contingencies and commitments Application of new and revised IFRSs Events after the reporting date 161

97 SISTEMA PJSFC AND SUBSIDIARIES STATEMENT OF MANAGEMENT S RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 Management is responsible for the preparation of the consolidated financial statements that present fairly the financial position of Sistema Public Joint Stock Financial Corporation and its subsidiaries (the Group ) as of 31 December 2016, and the results of its operations, cash flows and changes in equity for 2016, in compliance with International Financial Reporting Standards ( IFRSs ). In preparing the consolidated financial statements, management is responsible for: Properly selecting and applying accounting policies; Presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; Providing additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group s consolidated financial position and financial performance; Making judgements and assumptions that are reasonable and prudent; Stating whether IFRS have been followed, subject to any material departures disclosed and explained in the consolidated financial statements; and Making an assessment of the Group's ability to continue as a going concern. Management is also responsible for: Designing, implementing and maintaining an effective and sound system of internal controls, throughout the Group; Maintaining adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the consolidated financial position of the Group, and which enable them to ensure that the consolidated financial statements of the Group comply with IFRS; Maintaining statutory accounting records in compliance with the Russian legislation and accounting standards; Taking such steps as are reasonably available to them to safeguard the assets of the Group; and Preventing and detecting fraud and other irregularities. 31 March

98 INDEPENDENT AUDITOR S REPORT To Shareholders and the Board of Directors of Sistema Public Joint Stock Financial Corporation Opinion We have audited the consolidated financial statements of Sistema Public Joint Stock Financial Corporation and its subsidiaries (the Group ), which comprise the consolidated statement of financial position as at 31 December 2016, and the consolidated statement of profit or loss, consolidated statement of comprehensive income or loss, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2016, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ( IFRSs ). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing ( ISAs ). Our responsibilities under those standards are further described in the Auditor s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (the IESBA Code ) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Russian Federation, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 98

99 Why the matter was determined to be a key audit matter Impairment of loans to customers of MTS Bank We focused on this area because management makes complex and subjective judgements over both the timing of recognition of impairment and the estimation of the size of any such impairment. Key areas of risk include: the principal assumptions underlying the calculation of impairment for portfolios of loans, the operation of the models to make those calculations and application of adjustments to the results produced by those models; the principal assumptions underlying the calculation of discounted cash flows for loans for which impairment is assessed on an individual basis; how impairment events that have not yet resulted in a payment default are identified and measured. See Note 20 to the consolidated financial statements. Litigation and regulatory claims We focused on this matter because the Group is subject to challenge in respect of a number of legal and regulatory matters, many of which are beyond its control. Consequently, management makes judgements about the probability and amounts of contingent liabilities arising from litigation or regulatory claims or possible claims which are subject to the future outcome of legal or regulatory processes. In particular, the U.S. Securities and Exchange Commission and the U.S. Department of Justice are currently investigating the Group s former subsidiary in Uzbekistan. See Notes 6 and 38 to the consolidated financial statements. How the matter was addressed in the audit For individually assessed loans we assessed the criteria for determining whether an impairment event had occurred and therefore whether there was a requirement to calculate impairment provision. Where an impairment indicator had been identified, we examined the forecasts of future cash flows prepared by management to support the calculation of the impairment, challenging the assumptions and comparing estimates to external evidence where available. In addition, we examined a sample of loans, which had not been identified by management as potentially impaired and formed our own judgement as to whether that was appropriate including using all available evidence in respect of the relevant counterparties. Where impairment was calculated on a modelled basis, we tested the basis and operation of those models and the data and assumptions used. Our work included the following: we tested the completeness and accuracy of the underlying loan information used in the impairment models; we tested the operation of the models used to calculate the impairment including, in some cases, rebuilding those models independently and comparing the results; we compared the principal assumptions made with our industry experience and knowledge; we considered the potential for impairment to be affected by events which were not captured by management s models and evaluated how management had responded to these by making further adjustments where appropriate. We analysed the summary of litigation matters provided by management, evaluated the Group s assessment of the nature and status of the litigations and claims and discussed significant cases with Group management, including in-house counsel. Where applicable, we also corroborated the Group s conclusions with respect to the provisions recognized and contingent liabilities disclosed through the assessment of regulatory and legal correspondence and through communications with the Group s external legal counsel. We validated completeness and appropriateness of the related disclosures in the consolidated financial statements. 99

100 Why the matter was determined to be a key audit matter Significant one-off transactions In light of its diversified investment strategy, the Group regularly conducts acquisitions, disposals, debt restructurings and subsidiary equity transactions. We focus on these matters because the appropriate accounting treatment of such transactions is complex and requires exercise of significant judgement. In the current period this includes specifically divestments the Group made during the year, as well as the status of the announced transaction with Reliance Communications Ltd. (RCOM). See Notes 5 and 8 to the consolidated financial statements. Capitalisation and assets useful lives of assets We focused on the following matters because management judgement in these areas significantly impacts the carrying value of property, plant and equipment and their depreciation profiles: How the matter was addressed in the audit Our procedures included the following: obtaining and reviewing legal documents to fully understand the terms and conditions of each transaction and therefore the associated accounting implications; and evaluating documentation of management s positions on how IFRS was applied to the transactions. For the divestments completed in the year, we reviewed sales and purchase agreements to confirm that control had passed to buyers and recalculated any profit or loss on disposal. For the transaction with RCOM, where the merger process was ongoing at year end, we considered whether the criteria of IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, had been met. Our work included particular focus on whether the conditions precedent for a sale to complete included conditions outside of management s control such as regulatory and court approvals. We evaluated the appropriateness of the Group s capitalisation policies, assessed the nature of costs incurred in capital projects through testing amounts recorded and assessing whether the costs meet capitalisation criteria, and assessed timeliness of commissioning of assets in the course of construction. the risk that amounts being capitalised do not meet capitalisation criteria; the risk that the useful economic lives assigned to assets are inappropriate; and the risk that constructed assets are not brought into operations on a timely basis. We tested whether the Group s determination of useful lives is appropriate by considering our knowledge of the business, technological developments and practice in the respective industries. See Note 15 to the consolidated financial statements. Other Information Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor s report thereon. The annual report is expected to be made available to us after the date of this auditor s report. Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. 100

101 In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Group s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group s financial reporting process. Auditor s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group s internal control; 101

102 evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management; conclude on the appropriateness of management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Group to cease to continue as a going concern; evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period, which constitute the key audit matters included herein. Raikhman M. V. Engagement partner 31 March 2017 The Entity: Sistema Public Joint Stock Financial Corporation Certificate of state registration , issued by the Moscow Registration Chamber on Primary State Registration Number: Certificate of registration in the Unified State Register of , issued by Moscow Interdistrict Inspectorate of the Russian Ministry of Taxation 46 Address: 13/1 Mokhovaya st., Moscow, Russia, Audit Firm: ZAO Deloitte & Touche CIS Certificate of state registration , issued by the Moscow Registration Chamber on Primary State Registration Number: Certificate of registration in the Unified State Register of , issued by Moscow Interdistrict Inspectorate of the Russian Ministry of Taxation 39. Member of Self-regulated organization of auditors Russian Union of auditors (Association), ORNZ